ARTICLE 1GENERAL PROVISIONS
1. This chapter may be cited as the “Revised Uniform Limited Liability Company Act”.
1. “Certificate of organization” means the certificate required by section 489.201. The term includes the certificate as amended or restated.
2. “Contribution” means any benefit provided by a person to a limited liability company that is any of the following: a. In order to become a member upon formation of the company and in accordance with an agreement between or among the persons
that have agreed to become the initial members of the company.
b. In order to become a member after formation of the company and in accordance with an agreement between the person and the
company.
c. In the person’s capacity as a member and in accordance with the operating agreement or an agreement between the member and
the company.
3. “Debtor in bankruptcy” means a person that is the subject of any of the following: a. An order for relief under Tit. 11 of the United States Code or a successor statute of general application.
b. A comparable order under federal, state, or foreign law governing insolvency.
4. “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery in person, by mail, commercial
delivery, and electronic transmission.
5. “Distribution”, except as otherwise provided in section 489.405, subsection 6, means a transfer of money or other property from a limited liability company to another person on account of a transferable
interest.
8. “Electronic transmission” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention,
retrieval, and reproduction of information by the recipient.
9. “Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as
a limited liability company.
10. “Limited liability company”, except in the phrase “foreign limited liability company”, means an entity formed under this chapter.
11. “Manager” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or
in concert with others, for performing the management functions stated in section 489.407, subsection 3.
13. “Member” means a person that has become a member of a limited liability company under section 489.401 and has not dissociated under section 489.602.
14. “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.
15. “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any
combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described
in section 489.110, subsection 1. The term includes the agreement as amended or restated.
16. “Organizer” means a person that acts under section 489.201 to form a limited liability company.
17. “Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint
venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial
entity.
18. “Principal office” means the principal executive office of a limited liability company or foreign limited liability company, whether or not
the office is located in this state.
19. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable
in perceivable form.
20. “Registered office” means the office that a limited liability company or foreign limited liability company is required to designate and maintain
under section 489.113.
21. “Sign” means, with the present intent to authenticate or adopt a record, to do any of the following: a. Execute or adopt a tangible symbol.
b. Attach to or logically associate with the record an electronic symbol, sound, or process.
22. “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory
or insular possession subject to the jurisdiction of the United States.
23. “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer
by operation of law.
24. “Transferable interest” means the right, as originally associated with a person’s capacity as a member, to receive distributions from a limited liability
company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part
of the right.
25. “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
489.103 Knowledge — notice.
1. A person knows a fact when the person has or is any of the following: a. Has actual knowledge of it.
2. A person has notice of a fact when the person has or is any of the following: a. Has reason to know the fact from all of the facts known to the person at the time in question.
b. Is deemed to have notice of the fact under subsection 4, paragraph “b”.
3. A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether
or not the other person knows the fact.
4. A person that is not a member is deemed both of the following:
b. To have notice of all of the following regarding a limited liability company’s: (1) Dissolution, ninety days after a statement of dissolution under section 489.702, subsection 2, paragraph “b”, subparagraph (1), becomes effective.
(2) Termination, ninety days after a statement of termination under section 489.702, subsection 2, paragraph “b”, subparagraph (6), becomes effective.
(3) Merger, conversion, or domestication, ninety days after articles of merger, conversion, or domestication under article 10 become effective.
489.104 Nature, purpose, and duration of limited liability company.
1. A limited liability company is an entity distinct from its members.
2. A limited liability company may have any lawful purpose, regardless of whether for profit.
3. A limited liability company has perpetual duration.
1. Except as otherwise provided in subsection 2, a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary
or convenient to carry on its activities.
2. Until a limited liability company has or has had at least one member, the company lacks the capacity to do any act or carry
on any activity except all of the following:
3. A limited liability company that has or has had at least one member may ratify an act or activity that occurred when the company
lacked capacity under subsection 2.
The law of this state governs all of the following:
1. The internal affairs of a limited liability company.
2. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited
liability company.
489.107 Supplemental principles of law.
1. The name of a limited liability company must contain the words “limited liability company” or “limited company” or the abbreviation
“L. L. C.”, “LLC”, “L. C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”.
2. Unless authorized by subsection 3, the name of a limited liability company must be distinguishable in the records of the secretary of state from all of the
following: a. The name of each person that is not an individual and that is incorporated, organized, or authorized to transact business
in this state.
3. A limited liability company may apply to the secretary of state for authorization to use a name that does not comply with
subsection 2. The secretary of state shall authorize use of the name applied for if either of the following applies: a. The present user, registrant, or owner of the noncomplying name consents in a signed record to the use and submits an undertaking
in a form satisfactory to the secretary of state to change the noncomplying name to a name that complies with subsection 2 and is distinguishable in the records of the secretary of state from the name applied for.
b. The applicant delivers to the secretary of state a certified copy of the final judgment of a court establishing the applicant’s
right to use in this state the name applied for.
4. A limited liability company may use the name, including the fictitious name, of another entity that is used in this state
if the other entity is formed under the law of this state or is authorized to transact business in this state and the proposed
user limited liability company meets any of the following conditions: a. Has merged with the other entity.
b. Has been formed by reorganization of the other entity.
c. Has acquired all or substantially all of the assets, including the name, of the other entity.
5. This article does not control the use of fictitious names. However, if a limited liability company uses a fictitious name in this state,
it shall deliver to the secretary of state for filing a certified copy of the resolution of its members if it is member-managed
or its managers if it is manager-managed, adopting the fictitious name.
6. Subject to section 489.805, this section applies to a foreign limited liability company transacting business in this state which has a certificate of authority to
transact business in this state or which has applied for a certificate of authority.
489.109 Reservation of name.
1. A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name
for a foreign limited liability company whose name is not available, by delivering an application to the secretary of state
for filing. The application must state the name and address of the applicant and the name proposed to be reserved. If the
secretary of state finds that the name applied for is available, it must be reserved for the applicant’s exclusive use for
a one-hundred-twenty-day period.
2. The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering
to the secretary of state for filing a signed notice of the transfer which states the name and address of the transferee.
489.110 Operating agreement — scope, function, and limitations.
1. Except as otherwise provided in subsections 2 and 3, the operating agreement governs all of the following: a. Relations among the members as members and between the members and the limited liability company.
b. The rights and duties under this chapter of a person in the capacity of manager.
c. The activities of the company and the conduct of those activities.
d. The means and conditions for amending the operating agreement.
2. To the extent the operating agreement does not otherwise provide for a matter described in subsection 1, this chapter governs the matter.
3. An operating agreement shall not do any of the following: a. Vary a limited liability company’s capacity under section 489.105 to sue and be sued in its own name.
d. Subject to subsections 4 through 7, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty.
i. Unreasonably restrict the right of a member to maintain an action under article 9.
j. Restrict the right to approve a merger, conversion, or domestication under section 489.1014 to a member that will have personal liability with respect to a surviving, converted, or domesticated organization.
4. If not manifestly unreasonable, the operating agreement may do any of the following: a. Restrict or eliminate the duty to do any of the following: (1) As required in section 489.409, subsection 2, paragraph “a”, and section 489.409, subsection 8, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the
member in the conduct or winding up of the company’s business, from a use by the member of the company’s property, or from
the appropriation of a limited liability company opportunity.
b. Identify specific types or categories of activities that do not violate the duty of loyalty.
c. Alter the duty of care, except to authorize intentional misconduct or knowing violation of law.
d. Alter any other fiduciary duty, including eliminating particular aspects of that duty.
e. Prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under
section 489.409, subsection 4.
5. The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty
of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all
material facts.
6. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility
that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that
the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained
to the responsibility.
7. The operating agreement may alter or eliminate the indemnification for a member or manager provided by section 489.408, subsection 1, and may eliminate or limit a member’s or manager’s liability to the limited liability company and members for money damages,
except for any of the following: a. A breach of the duty of loyalty.
b. A financial benefit received by the member or manager to which the member or manager is not entitled.
d. Intentional infliction of harm on the company or a member.
e. An intentional violation of criminal law.
8. The court shall decide any claim under subsection 4 that a term of an operating agreement is manifestly unreasonable. All of the following apply: a. The court shall make its determination as of the time the challenged term became part of the operating agreement and by considering
only circumstances existing at that time.
b. The court may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is
readily apparent that any of the following applies: (1) The objective of the term is unreasonable.
(2) The term is an unreasonable means to achieve the provision’s objective.
489.111 Operating agreement — effect on limited liability company and persons becoming members — preformation agreement.
1. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested
assent to the operating agreement.
2. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
3. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing
that upon the formation of the company the agreement will become the operating agreement. One person intending to become the
initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms
will become the operating agreement.
4. An operating agreement in a signed record that excludes modification or rescission except by a signed record cannot be otherwise
modified or rescinded.
489.112 Operating agreement — effect on third parties and relationship to records effective on behalf of limited liability company.
1. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating
agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval
or satisfy the specified condition.
2. The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or dissociated
member are governed by the operating agreement. Subject only to any court order issued under section 489.503, subsection 2, paragraph “b”, to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated
member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members
to the person in the person’s capacity as a transferee or dissociated member.
3. If a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective
under this chapter contains a provision that would be ineffective under section 489.110, subsection 3, if contained in the operating agreement, the provision is likewise ineffective in the record.
4. Subject to subsection 3, if a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective
under this chapter conflicts with a provision of the operating agreement, the following rules apply: a. The operating agreement prevails as to members, dissociated members, transferees, and managers.
b. The record prevails as to other persons to the extent they reasonably rely on the record.
489.113 Registered office and registered agent for service of process.
A limited liability company or a foreign limited liability company that has a certificate of authority under
section 489.802 shall designate and continuously maintain in this state all of the following:
1. A registered office, which need not be a place of its activity in this state.
2. A registered agent for service of process who may be any of the following: a. An individual who resides in this state and whose business office is identical with the registered office.
b. A domestic corporation, limited liability company, or not-for-profit domestic corporation whose business office is identical
with the registered office.
c. A foreign corporation, foreign limited liability company, or not-for-profit foreign corporation authorized to transact business
in this state whose business office is identical with the registered office.
489.114 Change of registered office or registered agent for service of process.
1. A limited liability company or foreign limited liability company may change its registered office or its registered agent
for service of process by delivering to the secretary of state for filing a statement of change that sets forth all of the
following: a. The name of the company.
b. If the current registered office is to be changed, the street and mailing addresses of the new registered office.
c. If the current registered agent is to be changed, the name of the new registered agent and the new agent’s consent to the
appointment. The agent’s consent may be on the statement or attached to it.
d. That after the change or changes are made, the street address of its registered office and the business office of its registered
agent will be identical.
2. If a registered agent changes the street address of the registered agent’s business office, the registered agent may change
the street address of the registered office of any limited liability company or foreign limited liability company for which
the person is the registered agent by notifying the limited liability company or foreign limited liability company in writing
of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement
that complies with the requirements of subsection 1 and recites that the limited liability company or foreign limited liability company has been notified of the change.
3. If a registered agent changes the registered agent’s business address to another place, the registered agent may change the
business address and the address of the registered agent by filing a statement as required by subsection 2 for each limited liability company or foreign limited liability company, or a single statement of all limited liability companies
or all foreign limited liability companies named in the notice, except that it need be signed only by the registered agent
and need not be responsive to subsection 1, paragraph “c”, and must recite that a copy of the statement has been mailed to each limited liability company or foreign limited liability
company named in the notice.
4. A limited liability company or foreign limited liability company may also change its registered office or registered agent
in its biennial report as provided in section 489.209.
489.115 Resignation of registered agent for service of process.
1. A registered agent may resign the agent’s agency appointment by signing and delivering to the secretary of state for filing
the signed original statement of resignation. The statement of resignation may include a statement that the registered office
is also discontinued. The registered agent shall send a copy of the statement of resignation by certified mail, return receipt
requested, to the limited liability company or foreign limited liability company at its principal office and to the registered
office, if not discontinued. The registered agent shall certify to the secretary of state that the copies have been sent to
the limited liability company or foreign limited liability company, including the date the copies were sent.
2. A statement of resignation takes effect on the earlier of the following: a. 12:01 a.m. on the thirty-first day after the day on which it is filed with the secretary of state.
b. The designation of a new registered agent for the limited liability company.
489.116 Service of process.
1. A limited liability company’s or foreign limited liability company’s registered agent is the company’s agent for service of
process, notice, or demand required or permitted by law to be served on the company.
2. If a limited liability company or foreign limited liability company has no registered agent, or the agent cannot with reasonable
diligence be served, the company may be served by registered or certified mail, return receipt requested, addressed to the
company at its principal office. Service is perfected under this subsection at the earliest of any of the following: a. The date the limited liability company or foreign limited liability company receives the mail.
b. The date shown on the return receipt, if signed on behalf of the company.
c. Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
3. A limited liability company or foreign limited liability company may be served pursuant to this section, as provided in another provision of this chapter, or as provided in sections 617.3 through 617.6, unless the manner of service is otherwise specifically provided for by another provision of law.
1. The secretary of state shall collect the following fees when documents described in this subsection are delivered to the secretary’s office for filing: a. Statement of rescission No fee
b. Statement of withdrawal No fee
c. Certificate of organization $ 50
d. Application for use of
indistinguishable name $ 10
e. Application for reserved name $ 10
f. Notice of transfer of reserved name $ 10
g. Statement of change of registered
agent or registered office or both No fee
h. Registered agent’s statement of
change of registered office for each
affected limited liability company No fee
i. Registered agent’s statement
of resignation No fee
j. Amendment to certificate of
organization $ 50
k. Restatement of certificate of
organization with amendment
of certificate $ 50
l. Articles of merger $ 50
m. Statement of dissolution $ 5
n. Declaration of administrative
dissolution No fee
o. Application for reinstatement
following administrative dissolution $ 5
p. Certificate of reinstatement No fee
q. Application for certificate
of authority $100
r. Application for amended
certificate of authority $100
s. Statement of cancellation $ 10
t. Certificate of revocation
of authority to transact business No fee
u. Statement of correction $ 5
v. Application for certificate of
existence or authorization $ 5
w. Any other document required or
permitted to be filed by this chapter $ 5
2. The secretary of state shall collect a fee of five dollars each time process is served on the secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the
proceeding.
3. The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating
to a domestic or foreign limited liability company: a. One dollar a page for copying.
b. Five dollars for the certificate.
4. The secretary of state may impose, assess, and collect a filing fee as a condition to accepting a biennial report as provided
in section 489.209.
489.118 through 489.200 Reserved.
ARTICLE 2FORMATION — CERTIFICATE OF
ORGANIZATION AND OTHER
FILINGS
489.201 Formation of limited liability company — certificate of organization.
1. One or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of
state for filing a certificate of organization.
2. A certificate of organization must state all of the following: a. The name of the limited liability company, which must comply with section 489.108.
b. The street address of the initial registered office and the name of the initial registered agent for service of process on
the company.
3. Subject to section 489.112, subsection 3, a certificate of organization may also contain statements as to matters other than those required by subsection 2. However, a statement in a certificate of organization is not effective as a statement of authority.
4. A limited liability company is formed when the secretary of state has filed the certificate of organization, unless the certificate
states a delayed effective date pursuant to section 489.205, subsection 3. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate
takes effect, a statement of cancellation is signed and delivered to the secretary of state for filing and the secretary of
state files the certificate.
5. Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the
filing of the certificate of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions
to the formation of a limited liability company.
489.202 Amendment or restatement of certificate of organization.
1. A certificate of organization may be amended or restated at any time.
2. To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an
amendment stating all of the following: a. The name of the company.
b. The date of filing of its certificate of organization.
c. The changes the amendment makes to the certificate as most recently amended or restated.
3. To restate its certificate of organization, a limited liability company must deliver to the secretary of state for filing
a restatement, designated as such in its heading, stating all of the following: a. In the heading or an introductory paragraph, the company’s present name and the date of the filing of the company’s initial
certificate of organization.
b. If the company’s name has been changed at any time since the company’s formation, each of the company’s former names.
c. The changes the restatement makes to the certificate as most recently amended or restated.
5. If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows
that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate
owing to changed circumstances, the member or manager shall promptly do any of the following: a. Cause the certificate to be amended.
b. If appropriate, deliver to the secretary of state for filing a statement of change under section 489.114 or a statement of correction under section 489.206.
489.203 Signing of records to be delivered for filing to secretary of state.
1. A record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: a. Except as otherwise provided in paragraphs “b” and “c”, a record signed on behalf of a limited liability company must be signed by a person authorized by the company.
b. A limited liability company’s initial certificate of organization must be signed by at least one person acting as an organizer.
c. A record filed on behalf of a limited liability company that does not have or has not had at least one member must be signed
by an organizer.
e. A statement of cancellation under section 489.201, subsection 4, must be signed by each organizer that signed the initial certificate of organization, but a personal representative of a
deceased or incompetent organizer may sign in the place of the decedent or incompetent.
f. A statement of denial by a person under section 489.303 must be signed by that person.
g. Any other record must be signed by the person on whose behalf the record is delivered to the secretary of state.
2. Any record filed under this chapter may be signed by an agent.
489.204 Signing and filing pursuant to judicial order.
1. If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the district court to order one or more of the following: a. The person to sign the record.
b. The person to deliver the record to the secretary of state for filing.
c. The secretary of state to file the record unsigned.
2. If a petitioner under subsection 1 is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall
make the company a party to the action.
3. If a district court orders an unsigned record to be delivered to the secretary of state, the secretary of state shall file
the record and the court order upon receipt.
489.205 Delivery to and filing of records by secretary of state — effective time and date.
1. A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record’s purpose, be in a medium permitted by the secretary of state, and be delivered
to the secretary of state. If the filing fees have been paid, unless the secretary of state determines that a record does
not comply with the filing requirements of this chapter, the secretary of state shall file the record and any of the following applies: a. For a statement of denial under section 489.303, send a copy of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered
for filing and to the limited liability company.
b. For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record
was filed.
2. Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested
record.
3. Except as otherwise provided in sections 489.115 and 489.206, and except for a certificate of organization that contains a statement as provided in section 489.201, subsection 4, a record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date. Subject to section 489.115, section 489.201, subsection 4, and section 489.206, a record filed by the secretary of state is effective as follows: a. If the record does not specify either an effective time or a delayed effective date, on the date and at the time the record
is filed as evidenced by the secretary of state’s endorsement of the date and time on the record.
b. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified
in the record.
c. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of any of the following: (1) The specified date.
(2) The ninetieth day after the record is filed.
d. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of any of the
following: (1) The specified date.
(2) The ninetieth day after the record is filed.
e. A delayed effective date for a record shall not be later than the ninetieth day after the date on which it is filed.
489.205A Secretary of state — extra services — surcharge.
Upon the request of a filer of a document under
this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in
chapter 9, subchapter II.
489.206 Correcting filed record.
1. A limited liability company or foreign limited liability company may deliver to the secretary of state for filing a statement
of correction to correct a record previously delivered by the company to the secretary of state and filed by the secretary
of state, if at the time of filing the record contained inaccurate information or was defectively signed.
2. A statement of correction under subsection 1 shall not have a delayed effective date and must do all of the following: a. Describe the record to be corrected, including its filing date, or attach a copy of the record as filed.
b. Specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective.
c. Correct the defective signature or inaccurate information.
3. When filed by the secretary of state, a statement of correction under subsection 1 is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective
when filed as to all of the following:
b. As to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect.
489.207 Penalty for signing false record.
1. A person commits an offense if that person signs a record the person knows is false in any material respect with intent that
the record be delivered to the secretary of state for filing.
2. An offense under this section is a serious misdemeanor punishable by a fine not to exceed one thousand dollars.
489.208 Certificate of existence or authorization.
1. Any person may apply to the secretary of state to be furnished a certificate of existence for a domestic limited liability
company or a certificate of authorization for a foreign limited liability company.
2. A certificate of existence or certificate of authorization must set forth all of the following: a. The domestic limited liability company’s name or the foreign limited liability company’s name used in this state.
b. One of the following: (1) If it is a domestic limited liability company, that the company is duly formed under the laws of this state, the date of its
formation, and the period of its duration.
(2) If it is a foreign limited liability company, that the company is authorized to transact business in this state.
c. That all fees, taxes, and penalties due under this chapter or other law to the secretary of state have been paid.
d. That the company’s most recent biennial report required by this chapter has been filed by the secretary of state.
e. If it is a domestic limited liability company, that a statement of dissolution or statement of termination has not been filed.
f. Other facts of record in the office of the secretary of state that may be requested by the applicant.
3. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued
by the secretary of state is conclusive evidence that the domestic limited liability company is in existence or the foreign
limited liability company is authorized to transact business in this state.
489.209 Biennial report for secretary of state.
1. A limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver
to the secretary of state for filing a biennial report that states all of the following: a. The name of the company.
b. The street address of the company’s registered office, the name of its registered agent at that office, and the consent of
any new registered agent.
c. The street address of its principal office.
d. In the case of a foreign limited liability company, the state or other jurisdiction under whose law the company is formed
and any alternate name adopted under section 489.805, subsection 1.
2. Information in a biennial report under this section must be current as of the date the report is delivered to the secretary of state for filing. The report shall be executed
on behalf of the limited liability company or foreign limited liability company and signed as provided in section 489.203.
3. The first biennial report under this section must be delivered to the secretary of state between January 1 and April 1 of the first odd-numbered year following the calendar
year in which a limited liability company was formed or a foreign limited liability company was authorized to transact business.
A subsequent biennial report must be delivered to the secretary of state between January 1 and April 1 of each following odd-numbered
calendar year. A filing fee for the biennial report shall be determined by the secretary of state pursuant to section 489.117. Each biennial report shall contain information related to the two-year period immediately preceding the calendar year in
which the report is filed.
4. If a biennial report does not contain the information required in this section, the secretary of state shall promptly notify the reporting limited liability company or foreign limited liability company
in writing and return the report to it for correction.
5. The secretary of state may provide for the change of registered office or registered agent on the form prescribed by the secretary
of state for the biennial report, provided that the form contains the information required in section 489.114. If the secretary of state determines that a biennial report does not contain the information required in this section but
otherwise meets the requirements of section 489.114 for the purpose of changing the registered office or registered agent, the secretary of state shall file the statement of
change for the registered office or registered agent, effective as provided in section 489.205, subsection 3, before returning the biennial report to the limited liability company as provided in this section. A statement of change of registered office or registered agent accomplished pursuant to this subsection shall be executed by a person authorized to execute the biennial report.
489.210 through 489.300 Reserved.
ARTICLE 3RELATIONS OF MEMBERS AND
MANAGERS TO PERSONS
DEALING WITH
LIMITED LIABILITY COMPANY
489.301 No agency power of member as member.
1. A member is not an agent of a limited liability company solely by reason of being a member.
2. A person’s status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person’s conduct.
489.302 Statement of authority.
1. A limited liability company may deliver to the secretary of state for filing a statement of authority. All of the following
apply to the statement: a. It must include the name of the company and the street address of its principal office.
b. With respect to any position that exists in or with respect to the company, it may state the authority, or limitations on
the authority, of all persons holding the position to do any of the following: (1) Execute an instrument transferring real property held in the name of the company.
(2) Enter into other transactions on behalf of, or otherwise act for or bind, the company.
c. It may state the authority, or limitations on the authority, of a specific person to do any of the following: (1) Execute an instrument transferring real property held in the name of the company.
(2) Enter into other transactions on behalf of, or otherwise act for or bind, the company.
2. To amend or cancel a statement of authority filed by the secretary of state under section 489.205, subsection 1, a limited liability company must deliver to the secretary of state for filing an amendment or cancellation stating all of
the following: a. The name of the company.
b. The street address of the company’s principal office.
c. The caption of the statement being amended or canceled and the date the statement being affected became effective.
d. The contents of the amendment or a declaration that the statement being affected is canceled.
3. A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members.
5. Subject to subsection 3, a grant of authority not pertaining to a transfer of real property and contained in an effective statement of authority
is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives
value, any of the following applies: a. The person has knowledge to the contrary.
b. The statement has been canceled or restrictively amended under subsection 2.
c. A limitation on the grant is contained in another statement of authority that became effective after the statement containing
the grant became effective.
6. Subject to subsection 3, an effective statement of authority that grants authority to transfer real property held in the name of the limited liability
company and that is recorded by certified copy in the office for recording transfers of the real property is conclusive in
favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when
the person gives value, any of the following applies: a. The statement has been canceled or restrictively amended under subsection 2 and a certified copy of the cancellation or restrictive amendment has been recorded in the office for recording transfers
of the real property.
b. A limitation on the grant is contained in another statement of authority that became effective after the statement containing
the grant became effective and a certified copy of the later-effective statement is recorded in the office for recording transfers
of the real property.
7. Subject to subsection 3, if a certified copy of an effective statement containing a limitation on the authority to transfer real property held in
the name of a limited liability company is recorded in the office for recording transfers of that real property, all persons
are deemed to know of the limitation.
8. Subject to subsection 9, an effective statement of dissolution or statement of termination is a cancellation of any filed statement of authority
for the purposes of subsection 6 and is a limitation on authority for the purposes of subsection 7.
9. After a statement of dissolution becomes effective, a limited liability company may deliver to the secretary of state for
filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority.
The statement operates as provided in subsections 6 and 7.
10. A statement of authority filed by the secretary of state under section 489.205, subsection 1, is effective until amended or canceled as provided in subsection 2, unless an earlier cancellation date is specified in the statement.
11. An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for the purposes of subsection 6, paragraph “a”.
2008 Acts, ch 1162, §28, 155; 2009 Acts, ch 41, §144, 145; 2010 Acts, ch 1100, §11, 12; 2013 Acts, ch 108, §2
489.303 Statement of denial.
A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for
filing a statement of denial that does all of the following:
1. Provides the name of the limited liability company and the caption of the statement of authority to which the statement of
denial pertains.
2. Denies the grant of authority.
3. Certifies to the secretary of state that the person denying authority has sent a copy of the statement of denial to the limited
liability company, including the date on which the copy was sent.
489.304 Liability of members and managers.
1. For debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise
all of the following apply: a. They are solely the debts, obligations, or other liabilities of the company.
b. They do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting
as a member or manager acting as a manager.
2. The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or
management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations,
or other liabilities of the company.
489.305 through 489.400 Reserved.
ARTICLE 4RELATIONS OF MEMBERS TO
EACH OTHER AND TO
LIMITED LIABILITY COMPANY
1. If a limited liability company is to have only one member upon formation, a person becomes the member as agreed by that person
and the organizer of the company or a majority of organizers if more than one. That person and the organizer may be, but need
not be, different persons. If different, the organizer acts on behalf of the initial member.
2. If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the
persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be,
but need not be, one of the persons.
3. If a limited liability company has no members upon formation, a person becomes a member of the limited liability company with
the consent of the organizer or a majority of the organizers if more than one. The organizers may consent to more than one
person simultaneously becoming the company’s initial members.
4. After formation of a limited liability company, a person becomes a member upon any of the following: a. As provided in the operating agreement.
b. As the result of a transaction effective under article 10.
c. With the consent of all the members.
d. If, within ninety consecutive days after the company ceases to have any members, all of the following occur: (1) The last person to have been a member, or the legal representative of that person, designates a person to become a member.
(2) The designated person consents to become a member.
5. A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution
to the limited liability company.
489.402 Form of contribution.
A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money,
services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.
489.403 Liability for contributions.
1. A person’s obligation to make a contribution to a limited liability company is not excused by the person’s death, disability,
or other inability to perform personally. If a person does not make a required contribution, the person or the person’s estate
is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option
of the company.
2. A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in
subsection 1 may enforce the obligation.
3. An operating agreement may provide that the interest of any member who fails to make a contribution that the member is obligated
to make is subject to specified penalties for, or specified consequences of, such failure. The penalty or consequence may
take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating
the member’s interest to that of a nondefaulting member, a forced sale of the member’s interest, forfeiture of the member’s
interest, the lending by other members of the amount necessary to meet the member’s commitment, a fixing of the value of the
member’s interest by appraisal or by formula and redemption, or sale of the member’s interest at such value or other penalty
or consequence.
489.404 Sharing of and right to distributions before dissolution.
1. Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among
members and dissociated members, except to the extent necessary to comply with any transfer effective under section 489.502 and any charging order in effect under section 489.503.
2. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company
decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution.
3. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than
money. Except as otherwise provided in section 489.708, subsection 3, a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and
each person receives a percentage of the asset equal in value to the person’s share of distributions.
4. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled
to all remedies available to, a creditor of the limited liability company with respect to the distribution.
489.405 Limitations on distribution.
1. A limited liability company shall not make a distribution if after the distribution any of the following applies: a. The company would not be able to pay its debts as they become due in the ordinary course of the company’s activities.
b. The company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the
company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights
upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving
the distribution.
2. A limited liability company may base a determination that a distribution is not prohibited under subsection 1 on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances
or on a fair valuation or other method that is reasonable under the circumstances.
3. Except as otherwise provided in subsection 5, the effect of a distribution under subsection 1 is measured as follows: a. In the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as
of the date money or other property is transferred or debt incurred by the company.
b. In all other cases, as follows: (1) The date that distribution is authorized, if the payment occurs within one hundred twenty days after that date.
(2) The date that payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized.
4. A limited liability company’s indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company’s indebtedness to its general, unsecured creditors.
5. A limited liability company’s indebtedness, including indebtedness issued in connection with or as part of a distribution,
is not a liability for purposes of subsection 1 if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution
could be made to members under this section. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution,
the effect of which is measured on the date the payment is made.
6. In subsection 1, “distribution” does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in
the ordinary course of business under a bona fide retirement plan or other benefits program.
489.406 Liability for improper distributions.
1. Except as otherwise provided in subsection 2, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents
to a distribution made in violation of section 489.405 and in consenting to the distribution fails to comply with section 489.409, the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that
could have been distributed without the violation of section 489.405.
2. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority
and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members,
the liability stated in subsection 1 applies to the other members and not the member that the operating agreement relieves of authority and responsibility.
3. A person that receives a distribution knowing that the distribution to that person was made in violation of section 489.405 is personally liable to the limited liability company but only to the extent that the distribution received by the person
exceeded the amount that could have been properly paid under section 489.405.
4. A person against which an action is commenced because the person is liable under subsection 1 may do all of the following: a. Implead any other person that is subject to liability under subsection 1 and seek to compel contribution from the person.
b. Implead any person that received a distribution in violation of subsection 3 and seek to compel contribution from the person in the amount the person received in violation of subsection 3.
5. An action under this section is barred if not commenced within two years after the distribution.
489.407 Management of limited liability company.
1. A limited liability company is a member-managed limited liability company unless the operating agreement does any of the following: a. Expressly provides that any of the following apply: (1) The company is or will be “manager-managed”.
(2) The company is or will be “managed by managers”.
(3) Management of the company is or will be “vested in managers”.
b. Includes words of similar import.
2. In a member-managed limited liability company, all of the following rules apply: a. The management and conduct of the company are vested in the members.
b. Each member has equal rights in the management and conduct of the company’s activities.
c. A difference arising among members as to a matter in the ordinary course of the activities of the company may be decided by
a majority of the members.
d. An act outside the ordinary course of the activities of the company, including selling, leasing, exchanging, or otherwise
disposing of all, or substantially all, of the company’s property, with or without the goodwill, may be undertaken only with
the consent of all members.
e. The operating agreement may be amended only with the consent of all members.
3. In a manager-managed limited liability company, all of the following rules apply: a. Except as otherwise expressly provided in this chapter, any matter relating to the activities of the company is decided exclusively by the managers.
b. Each manager has equal rights in the management and conduct of the activities of the company.
c. A difference arising among managers as to a matter in the ordinary course of the activities of the company may be decided
by a majority of the managers.
d. The consent of all members is required to do any of the following: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the company’s property, with or without the goodwill,
outside the ordinary course of the company’s activities.
(2) Approve a merger, conversion, or domestication under article 10.
(3) Undertake any other act outside the ordinary course of the company’s activities.
(4) Amend the operating agreement.
e. A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has
been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not
an individual, terminates. A manager may be removed at any time by the consent of a majority of the members without notice
or cause.
f. A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person
as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate
the person as a member.
g. A person’s ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company
or members which the person incurred while a manager.
4. An action requiring the consent of members under this chapter may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member
by signing an appointing record, personally or by the member’s agent.
5. The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member
and a manager.
6. This chapter does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for
reasonable compensation for services rendered in winding up the activities of the company.
489.407A Real estate interest transferred by limited liability company or foreign limited liability company.
1. A transfer of an interest in real estate situated in this state held by a limited liability company or a foreign limited liability
company authorized to transact business in this state is subject to the provisions of this section.
2. a. In a member-managed company, a transfer of an interest in real estate held by the company may be undertaken by any of the
following: (1) As provided in the operating agreement, or if the operating agreement does not so provide, only with the consent of all members.
(2) As provided in a statement of authority filed by the company with the secretary of state and the recorder of the county where
the real estate is situated pursuant to section 489.302. b. A requirement of paragraph “a” is applicable to every transfer of an interest in real estate situated in this state held by a member-managed company, whether
or not the transfer is in the ordinary course of the company’s business.
3. a. In a manager-managed company, a transfer of an interest in real estate held by the company may be undertaken by any of the
following: (1) As provided in the operating agreement, or if the operating agreement does not so provide, only with the consent of a majority
of all managers.
(2) As provided in a statement of authority filed by the company with the secretary of state and the recorder of the county where
the real estate is situated pursuant to section 489.302. b. A requirement in paragraph “a” is applicable to every transfer of an interest in real estate situated in this state held by a manager-managed limited liability
company, whether or not the transfer is in the ordinary course of the company’s business.
489.408 Indemnification and insurance.
1. A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability
incurred by a member of a member-managed company or the manager of a manager-managed company in the course of the member’s
or manager’s activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability,
the member or manager complied with the duties stated in sections 489.405 and 489.409.
2. A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability
asserted against or incurred by the member or manager in that capacity or arising from that status even if, under section 489.110, subsection 7, the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to
the liability.
489.409 Standards of conduct for members and managers.
2. The duty of loyalty of a member in a member-managed limited liability company includes all of the following duties: a. To account to the company and to hold as trustee for it any property, profit, or benefit derived by the member regarding any
of the following: (1) In the conduct or winding up of the company’s activities.
(2) From a use by the member of the company’s property.
(3) From the appropriation of a limited liability company opportunity.
b. To refrain from dealing with the company in the conduct or winding up of the company’s activities as or on behalf of a person
having an interest adverse to the company.
c. To refrain from competing with the company in the conduct of the company’s activities before the dissolution of the company.
3. Subject to the business judgment rule as stated in subsection 7, the duty of care of a member of a member-managed limited liability company in the conduct and winding up of the company’s
activities is to act with the care that a person in a like position would reasonably exercise under similar circumstances
and in a manner the member reasonably believes to be in the best interests of the company. In discharging this duty, a member
may rely in good faith upon opinions, reports, statements, or other information provided by another person that the member
reasonably believes is a competent and reliable source for the information.
4. A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the
duties under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair
dealing.
5. It is a defense to a claim under subsection 2, paragraph “b”, and any comparable claim in equity or at common law that the transaction was fair to the limited liability company.
6. All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize
or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty
of loyalty.
7. a. A member satisfies the duty of care in subsection 3 if all of the following apply: (1) The member is not interested in the subject matter of the business judgment.
(2) The member is informed with respect to the subject of the business judgment to the extent the member reasonably believes to
be appropriate in the circumstances.
(3) The member has a rational basis for believing that the business judgment is in the best interests of the limited liability
company.
b. A person challenging the business judgment of a member has the burden of proving a breach of the duty of care, and in a damage
action, the burden of proving that the breach was the legal cause of damage suffered by the limited liability company.
8. In a manager-managed limited liability company, all of the following rules apply:
b. The duty stated under subsection 2, paragraph “c”, continues until winding up is completed.
e. A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member.
489.410 Right of members, managers, and dissociated members to information.
1. In a member-managed limited liability company, all of the following rules apply: a. On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the
company, any record maintained by the company regarding the company’s activities, financial condition, and other circumstances,
to the extent the information is material to the member’s rights and duties under the operating agreement or this chapter.
b. The company shall furnish to each member all of the following: (1) Without demand, any information concerning the company’s activities, financial condition, and other circumstances which the
company knows and is material to the proper exercise of the member’s rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information.
(2) On demand, any other information concerning the company’s activities, financial condition, and other circumstances, except
to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances.
c. The duty to furnish information under paragraph “b” also applies to each member to the extent the member knows any of the information described in paragraph “b”.
2. In a manager-managed limited liability company, all of the following rules apply: a. The informational rights stated in subsection 1 and the duty stated in subsection 1, paragraph “c”, apply to the managers and not the members.
b. During regular business hours and at a reasonable location specified by the company, a member may obtain from the company
and inspect and copy full information regarding the activities, financial condition, and other circumstances of the company
as is just and reasonable if all of the following apply: (1) The member seeks the information for a purpose material to the member’s interest as a member.
(2) The member makes a demand in a record received by the company, describing with reasonable particularity the information sought
and the purpose for seeking the information.
(3) The information sought is directly connected to the member’s purpose.
c. Within ten days after receiving a demand pursuant to paragraph “b”, subparagraph (2), the company shall in a record inform the member that made the demand all of the following: (1) Of the information that the company will provide in response to the demand and when and where the company will provide the
information.
(2) If the company declines to provide any demanded information, the company’s reasons for declining.
d. Whenever this chapter or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld,
the company shall, without demand, provide the member with all information that is known to the company and is material to
the member’s decision.
3. On ten days’ demand made in a record received by a limited liability company, a dissociated member may have access to information
to which the person was entitled while a member if the information pertains to the period during which the person was a member,
the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subsection 2, paragraph “b”. The company shall respond to a demand made pursuant to this subsection in the manner provided in subsection 2, paragraph “c”.
4. A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
5. A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition
imposed by the operating agreement or under subsection 7 applies both to the agent or legal representative and the member or dissociated member.
6. The rights under this section do not extend to a person as transferee.
7. In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within
the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information
to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient.
In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.
489.411 through 489.500 Reserved.
ARTICLE 5TRANSFERABLE INTERESTS AND
RIGHTS OF TRANSFEREES
AND CREDITORS
489.501 Nature of transferable interest.
A transferable interest is personal property.
489.502 Transfer of transferable interest.
1. For a transfer, in whole or in part, all of the following applies to a transferable interest: a. It is permissible.
b. It does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities.
c. Subject to section 489.504, it does not entitle the transferee to do any of the following: (1) Participate in the management or conduct of the company’s activities.
(2) Except as otherwise provided in subsection 3, have access to records or other information concerning the company’s activities.
2. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise
be entitled.
3. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions
only from the date of dissolution.
4. A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record,
and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
5. A limited liability company need not give effect to a transferee’s rights under this section until the company has notice of the transfer.
6. A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement or another
agreement to which the transferor is a party is ineffective as to a person having notice of the restriction at the time of
transfer.
7. Except as otherwise provided in section 489.602, subsection 4, paragraph “b”, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in
distributions transferred and retains all duties and obligations of a member.
8. When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest,
the transferee is liable for the member’s obligations under section 489.403 and section 489.406, subsection 3, known to the transferee when the transferee becomes a member.
1. On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable
interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment
debtor’s transferable interest and requires the limited liability company to pay over to the person to which the charging
order was issued any distribution that would otherwise be paid to the judgment debtor.
2. To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection 1, the court may do all of the following: a. Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor
might have made.
b. Make all other orders necessary to give effect to the charging order.
3. Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court
may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale only obtains
the transferable interest, does not thereby become a member, and is subject to section 489.502.
4. At any time before foreclosure under subsection 3, the member or transferee whose transferable interest is subject to a charging order under subsection 1 may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court
that issued the charging order.
5. At any time before foreclosure under subsection 3, a limited liability company or one or more members whose transferable interests are not subject to the charging order may
pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor,
including the charging order.
6. This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member’s or transferee’s
transferable interest.
7. This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the
capacity of judgment creditor, satisfy the judgment from the judgment debtor’s transferable interest.
489.504 Power of personal representative of deceased member.
If a member dies, the deceased member’s personal representative or other legal representative may exercise the rights of a
transferee provided in
section 489.502, subsection 3, and, for the purposes of settling the estate, the rights of a current member under
section 489.410.
489.505 through 489.600 Reserved.
ARTICLE 6MEMBER’S DISSOCIATION
489.601 Member’s power to dissociate — wrongful dissociation.
1. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express
will under section 489.602, subsection 1.
2. A person’s dissociation from a limited liability company is wrongful only if any of the following applies to the dissociation: a. It is in breach of an express provision of the operating agreement.
b. It occurs before the termination of the company and any of the following applies: (1) The person withdraws as a member by express will.
(4) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled
or otherwise dissociated as a member because it willfully dissolved or terminated.
3. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 489.901, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation,
or other liability of the member to the company or the other members.
489.602 Events causing dissociation.
A person is dissociated as a member from a limited liability company when any of the following applies:
1. The company has notice of the person’s express will to withdraw as a member, but, if the person specified a withdrawal date
later than the date the company had notice, on that later date.
2. An event stated in the operating agreement as causing the person’s dissociation occurs.
3. The person is expelled as a member pursuant to the operating agreement.
4. The person is expelled as a member by the unanimous consent of the other members if any of the following applies: a. It is unlawful to carry on the company’s activities with the person as a member.
b. There has been a transfer of all of the person’s transferable interest in the company, other than any of the following: (1) A transfer for security purposes.
(2) A charging order in effect under section 489.503 which has not been foreclosed.
c. The person is a corporation and, within ninety days after the company notifies the person that it will be expelled as a member
because the person has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to
conduct business has been suspended by the jurisdiction of its incorporation, the certificate of dissolution has not been
revoked or its charter or right to conduct business has not been reinstated.
d. The person is a limited liability company or partnership that has been dissolved and whose business is being wound up.
5. On application by the company, the person is expelled as a member by judicial order because the person has done any of the
following: a. Has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially
affect, the company’s activities.
b. Has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement
or the person’s duties or obligations under section 489.409.
c. Has engaged in, or is engaging in, conduct relating to the company’s activities which makes it not reasonably practicable
to carry on the activities with the person as a member.
6. In the case of a person who is an individual, any of the following applies: a. The person dies.
b. In a member-managed limited liability company, any of the following applies: (1) A guardian or general conservator for the person is appointed.
(2) There is a judicial order that the person has otherwise become incapable of performing the person’s duties as a member under
this chapter or the operating agreement.
7. In a member-managed limited liability company, the person does any of the following: a. Becomes a debtor in bankruptcy.
b. Executes an assignment for the benefit of creditors.
c. Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially
all of the person’s property.
8. In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust’s entire
transferable interest in the company is distributed.
9. In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate,
the estate’s entire transferable interest in the company is distributed.
10. In the case of a member that is not an individual, partnership, limited liability company, corporation, trust, or estate,
the termination of the member.
11. The company participates in a merger under article 10, if any of the following applies: a. The company is not the surviving entity.
b. Otherwise as a result of the merger, the person ceases to be a member.
12. The company participates in a conversion under article 10.
13. The company participates in a domestication under article 10, if, as a result of the domestication, the person ceases to be a member.
14. The company terminates.
489.603 Effect of person’s dissociation as member.
1. When a person is dissociated as a member of a limited liability company, all of the following apply: a. The person’s right to participate as a member in the management and conduct of the company’s activities terminates.
b. If the company is member-managed, the person’s fiduciary duties as a member end with regard to matters arising and events
occurring after the person’s dissociation.
c. Subject to section 489.504 and article 10, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a member is owned
by the person solely as a transferee.
2. A person’s dissociation as a member of a limited liability company does not of itself discharge the person from any debt,
obligation, or other liability to the company or the other members which the person incurred while a member.
489.604 Member’s power to dissociate under certain circumstances.
1. If the certificate of organization or an operating agreement does not specify the time or the events upon the happening of
which a member may dissociate, a member may dissociate from the limited liability company in the event any amendment to the
certificate of organization or operating agreement that is adopted over the member’s written dissent adversely affects the
rights or preferences of the dissenting member’s transferable interest in any of the ways described in paragraphs “a” through “f”. A dissociation in the event of such dissent and adverse effect is deemed to have occurred as of the effective date of the
amendment, if the member gives notice to the limited liability company not more than sixty days after the date of the amendment.
In valuing the member’s distribution pursuant to this subsection, any depreciation in anticipation of the amendment shall be excluded. An amendment that does any of the following is subject
to this section: a. Alters or abolishes a member’s right to receive a distribution.
b. Alters or abolishes a member’s right to voluntarily dissociate.
c. Alters or abolishes a member’s right to vote on any matter, except as the rights may be altered or abolished through the acceptance
of contributions or the making of contribution agreements.
d. Alters or abolishes a member’s preemptive right to make contributions.
e. Establishes or changes the conditions for or consequences of expulsion.
f. Waives the application of this section to the limited liability company.
2. A member dissociating under this section is not liable for damages for the breach of any agreement not to withdraw.
3. This section applies to a limited liability company whose original articles of organization or certificate of organization is filed with
the secretary of state on or after July 1, 1997.
4. This section applies to a limited liability company whose original articles of organization are filed with the secretary of state and
effective on or prior to June 30, 1997, if such company’s operating agreement provides that it is subject to this section.
5. The operating agreement of a limited liability company may waive the applicability of this section to the company and its members.
489.605 through 489.700 Reserved.
ARTICLE 7DISSOLUTION AND WINDING UP
489.701 Events causing dissolution.
1. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: a. An event or circumstance that the operating agreement states causes dissolution.
b. The consent of all the members.
c. Once the company has at least one member, the passage of ninety consecutive days during which the company has no members.
d. On application by a member, the entry by a district court of an order dissolving the company on the grounds that any of the
following applies: (1) The conduct of all or substantially all of the company’s activities is unlawful.
(2) It is not reasonably practicable to carry on the company’s activities in conformity with the certificate of organization and
the operating agreement.
e. On application by a member or transferee, the entry by a district court of an order dissolving the company on the grounds
that the managers or those members in control of the company have done any of the following: (1) Have acted, are acting, or will act in a manner that is illegal or fraudulent.
(2) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
2. In a proceeding brought under subsection 1, paragraph “e”, the court may order a remedy other than dissolution.
489.701A Rescinding dissolution.
1. A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company has become
effective, a district court has entered an order under section 489.701, subsection 1, paragraph “d”, dissolving the company, or the secretary of state has dissolved the company under section 489.705.
2. Rescinding dissolution under this section requires all of the following: a. The affirmative vote or consent of each member.
b. If the limited liability company has delivered to the secretary of state for filing a statement of dissolution and any of
the following applies: (1) If the statement has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under
section 489.205 applicable to the statement of dissolution.
(2) If the statement of dissolution has become effective, delivery to the secretary of state for filing of a statement of rescission
stating the name of the company and that dissolution has been rescinded under this section.
3. If a limited liability company rescinds its dissolution all of the following apply: a. The company shall resume carrying on its activities and affairs as if the dissolution had never occurred.
b. Subject to paragraph “c”, any liability incurred by the company after the dissolution and before the rescission has become effective shall be determined
as if dissolution had never occurred.
c. The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice
of the rescission must not be adversely affected.
1. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the
purpose of winding up.
2. In winding up its activities, all of the following apply to a limited liability company: a. It shall discharge the company’s debts, obligations, or other liabilities, settle and close the company’s activities, and
marshal and distribute the assets of the company.
b. It may do all of the following: (1) Deliver to the secretary of state for filing a statement of dissolution stating the name of the company and that the company
is dissolved.
(2) Preserve the company activities and property as a going concern for a reasonable time.
(3) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative.
(4) Transfer the company’s property.
(5) Settle disputes by mediation or arbitration.
(6) Deliver to the secretary of state for filing a statement of termination stating the name of the company and that the company
is terminated.
(7) Perform other acts necessary or appropriate to the winding up.
3. If a dissolved limited liability company has no members, the legal representative of the last person to have been a member
may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under section 489.407, subsection 3, and is deemed to be a manager for the purposes of section 489.304, subsection 1, paragraph “b”.
4. If the legal representative under subsection 3 declines or fails to wind up the company’s activities, a person may be appointed to do so by the consent of transferees owning
a majority of the rights to receive distributions as transferees at the time the consent is to be effective. All of the following
apply to a person appointed under this subsection:
b. The person shall promptly deliver to the secretary of state for filing an amendment to the company’s certificate of organization
to do all of the following: (1) State that the company has no members.
(2) State that the person has been appointed pursuant to this subsection to wind up the company.
(3) Provide the street and mailing addresses of the person.
5. The district court may order judicial supervision of the winding up of a dissolved limited liability company, including the
appointment of a person to wind up the company’s activities pursuant to any of the following: a. On application of a member, if the applicant establishes good cause.
b. On the application of a transferee, if all of the following apply: (1) The company does not have any members.
(2) The legal representative of the last person to have been a member declines or fails to wind up the company’s activities.
(3) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection 4.
489.703 Known claims against dissolved limited liability company.
1. Except as otherwise provided in subsection 4, a dissolved limited liability company may give notice of a known claim under subsection 2, which has the effect as provided in subsection 3.
2. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must do all
of the following: a. Specify the information required to be included in a claim.
b. Provide a mailing address to which the claim is to be sent.
c. State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice
is received by the claimant.
d. State that the claim will be barred if not received by the deadline.
3. A claim against a dissolved limited liability company is barred if the requirements of subsection 2 are met and any of the following applies: a. The claim is not received by the specified deadline.
b. If the claim is timely received but rejected by the company, all of the following apply: (1) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless
the claimant commences an action against the company to enforce the claim within ninety days after the claimant receives the
notice.
(2) The claimant does not commence the required action within the ninety days.
4. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that
date is contingent.
489.704 Other claims against dissolved limited liability company.
1. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the
company to present them in accordance with the notice.
2. The notice authorized by subsection 1 must do all of the following: a. Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited
liability company’s principal office is located or, if it has none in this state, in the county in which the company’s registered
office is or was last located.
b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent.
c. State that a claim against the company is barred unless an action to enforce the claim is commenced within five years after
publication of the notice.
3. If a dissolved limited liability company publishes a notice in accordance with subsection 2, unless the claimant commences an action to enforce the claim against the company within five years after the publication
date of the notice, the claim of each of the following claimants is barred: a. A claimant that did not receive notice in a record under section 489.703.
b. A claimant whose claim was timely sent to the company but not acted on.
c. A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
4. A claim not barred under this section may be enforced as follows: a. Against a dissolved limited liability company, to the extent of its undistributed assets.
b. If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person’s
proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is
less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed
to the person after dissolution.
489.705 Administrative dissolution.
1. The secretary of state may commence a proceeding under this section to administratively dissolve a limited liability company if any of the following apply: a. The limited liability company has not delivered a biennial report to the secretary of state in a form that meets the requirements
of section 489.209 within sixty days after it is due, or has not paid within sixty days after the due date, any fee, tax, or penalty due to
the secretary of state under this chapter or law other than this chapter.
b. The limited liability company is without a registered office or registered agent in this state for sixty days or more.
c. The limited liability company does not notify the secretary of state within sixty days that its registered agent or registered
office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
d. The limited liability company’s period of duration stated in its certificate of organization has expired.
2. If the secretary of state determines that a ground exists for administratively dissolving a limited liability company, the
secretary of state shall file a record of the determination and serve the company with a copy of the filed record.
3. If within sixty days after service of the copy pursuant to subsection 2 a limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of
the secretary of state that each ground determined by the secretary of state does not exist, the secretary of state shall
dissolve the company administratively by preparing, signing, and filing a declaration of dissolution that states the grounds
for dissolution. The secretary of state shall serve the company with a copy of the filed declaration.
4. A limited liability company that has been administratively dissolved continues in existence but, subject to section 489.706, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 489.702 and 489.708 and to notify claimants under sections 489.703 and 489.704.
5. The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for
service of process.
489.706 Reinstatement following administrative dissolution.
1. A limited liability company administratively dissolved under section 489.705 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application
must be delivered to the secretary of state and meet all of the following requirements: a. Recite the name of the limited liability company at its date of dissolution and the effective date of its administrative dissolution.
b. State that the ground or grounds for dissolution as provided in section 489.705 have been eliminated.
c. If the application is received more than five years after the effective date of the administrative dissolution, state a name
that satisfies the requirements of section 489.108.
d. State the federal tax identification number of the limited liability company.
2. The secretary of state shall refer the federal tax identification number contained in the application for reinstatement to
the department of workforce development. The department of workforce development shall report to the secretary of state the
tax status of the limited liability company. If the department reports to the secretary of state that a filing delinquency
or liability exists against the limited liability company, the secretary of state shall not cancel the declaration of dissolution
until the filing delinquency or liability is satisfied.
3. If the secretary of state determines that the application contains the information required by subsection 1, and that a delinquency or liability reported pursuant to subsection 2 has been satisfied, and that the information is correct, the secretary of state shall cancel the declaration of dissolution
and prepare a certificate of reinstatement that recites the secretary of state’s determination and the effective date of reinstatement,
file the original of the certificate, and serve a copy on the limited liability company under section 489.116. If the limited liability company’s name in subsection 1, paragraph “c”, is different than the name in subsection 1, paragraph “a”, the certificate of reinstatement shall constitute an amendment to the limited liability company’s certificate of organization
insofar as it pertains to its name. A limited liability company shall not relinquish the right to retain its name as provided
in section 489.108, if the reinstatement is effective within five years of the effective date of the limited liability company’s dissolution.
4. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution
as if the administrative dissolution had never occurred.
489.707 Appeal from rejection of reinstatement.
1. If the secretary of state rejects a limited liability company’s application for reinstatement following administrative dissolution,
the secretary of state shall prepare, sign, and file a notice that explains the reason for rejection and serve the company
with a copy of the notice.
2. Within thirty days after service of a notice of rejection of reinstatement under subsection 1, a limited liability company may appeal from the rejection by petitioning the district court to set aside the dissolution.
The petition must be served on the secretary of state and contain a copy of the secretary of state’s declaration of dissolution,
the company’s application for reinstatement, and the secretary of state’s notice of rejection.
3. The court may order the secretary of state to reinstate a dissolved limited liability company or take other action the court
considers appropriate.
489.708 Distribution of assets in winding up limited liability company’s activities.
1. In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors,
including members that are creditors.
2. After a limited liability company complies with subsection 1, any surplus must be distributed in the following order, subject to any charging order in effect under section 489.503: a. To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an
amount equal to the value of the unreturned contributions.
b. In equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective
under section 489.502.
3. If a limited liability company does not have sufficient surplus to comply with subsection 2, paragraph “a”, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective
unreturned contributions.
489.709 through 489.800 Reserved.
ARTICLE 8FOREIGN LIMITED
LIABILITY COMPANIES
1. Subject to sections 489.14402 and 489.14404, the law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the
following: a. The internal affairs of the company.
b. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.
2. A foreign limited liability company shall not be denied a certificate of authority by reason of any difference between the
law of the jurisdiction under which the company is formed and the law of this state.
3. A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any
power that a limited liability company shall not engage in or exercise in this state.
489.802 Application for certificate of authority.
1. A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering
an application to the secretary of state for filing. The application must set forth all of the following: a. The name of the foreign limited liability company or, if its name is unavailable for use in this state, either a name that
satisfies the requirements of section 489.108, or an alternate name adopted pursuant to section 489.805, subsection 1.
b. The name of the state or other jurisdiction under whose law it is formed.
c. Its date of formation and period of duration.
d. The street address of its principal office.
e. The address of its registered office in this state and the name of its registered agent at that office.
f. If the foreign limited liability company is member-managed, the name and street and mailing address of at least one member;
or if the foreign limited liability company is manager-managed, the name and street and mailing address of at least one manager.
2. The foreign limited liability company shall deliver the completed application to the secretary of state, and shall also deliver
to the secretary of state a certificate of existence or a document of similar import duly authenticated by the secretary of
state or other official having custody of records in the state or other jurisdiction under whose law the company is formed
and which is dated no earlier than ninety days prior to the date the application is filed with the secretary of state.
489.803 Activities not constituting transacting business.
1. Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning
of this article include all of the following: a. Maintaining, defending, or settling an action or proceeding.
b. Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.
c. Maintaining accounts in financial institutions.
d. Maintaining offices or agencies for the transfer, exchange, and registration of the company’s own securities or maintaining
trustees or depositories with respect to those securities.
e. Selling through independent contractors.
f. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders
require acceptance outside this state before they become contracts.
g. Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
h. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding,
protecting, or maintaining property so acquired.
i. Conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions.
j. Transacting business in interstate commerce.
2. For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded
under subsection 1, constitutes transacting business in this state.
3. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service
of process, taxation, or regulation under law of this state other than this chapter.
489.804 Filing of certificate of authority.
Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing
requirements of
this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company,
prepare, sign, and file a certificate of authority to transact business in this state, and send a copy of the filed certificate,
together with a receipt for the fees, to the company or its representative.
489.805 Noncomplying name of foreign limited liability company.
1. A foreign limited liability company whose name does not comply with section 489.108 shall not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate
name that complies with section 489.108. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business
in this state under the alternate name.
2. If a foreign limited liability company authorized to transact business in this state changes its name to one that does not
comply with section 489.108, it may not thereafter transact business in this state until it complies with subsection 1 and obtains an amended certificate of authority.
489.806 Revocation of certificate of authority.
1. A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the
secretary of state in the manner provided in subsections 2 and 3 if the company does not do any of the following: a. Pay, within sixty days after the due date, any fee, tax, or penalty due the secretary of state under this chapter or law other than this chapter.
b. Deliver, within sixty days after the due date, its biennial report required under section 489.209.
d. Deliver for filing a statement of a change under section 489.114 within thirty days after a change has occurred in the name of its registered agent or the address of its registered office.
2. To revoke a certificate of authority of a foreign limited liability company, the secretary of state must prepare, sign, and
file a notice of revocation and send a copy to the company’s registered agent for service of process in this state or, if
the company does not appoint and maintain a proper registered agent in this state, to the company’s principal office. The
notice must state all of the following: a. The revocation’s effective date, which must be at least sixty days after the date the secretary of state sends the copy.
3. The authority of a foreign limited liability company to transact business in this state ceases on the effective date in the
notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under
subsection 2. If the company cures each ground, the secretary of state shall file a record so stating.
489.807 Cancellation of certificate of authority.
1. To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver
to the secretary of state for filing a notice of cancellation stating all of the following: a. The name of the foreign limited liability company and that the company desires to cancel its certificate of authority.
b. That the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and
appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during
the time it was authorized to transact business in this state.
c. A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under paragraph
“b”.
d. A commitment to notify the secretary of state in the future of any change in the mailing address of the foreign limited liability
company.
2. The certificate is canceled when the notice becomes effective.
489.808 Effect of failure to have certificate of authority.
1. A foreign limited liability company transacting business in this state shall not maintain an action or proceeding in this
state unless it has a certificate of authority to transact business in this state.
2. The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does
not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding
in this state.
3. The successor to a foreign limited liability company that transacted business in this state without a certificate of authority
and the assignee of a cause of action arising out of that business shall not maintain a proceeding based on that cause of
action in any court in this state until the foreign limited liability company or its successor obtains a certificate of authority.
4. A district court may stay a proceeding commenced by a foreign limited liability company, its successor, or assignee until
it determines whether the foreign limited liability company or its successor or assignee requires a certificate of authority.
If it so determines, the district court may further stay the proceeding until the foreign limited liability company or its
successor or assignee obtains the certificate.
5. A foreign limited liability company is liable for a civil penalty not to exceed a total of one thousand dollars if it transacts
business in this state without a certificate of authority. The attorney general may collect penalties due under this subsection.
6. A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities
of the company solely because the company transacted business in this state without a certificate of authority.
7. If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its
certificate of authority, it appoints the secretary of state as its registered agent for service of process for rights of
action arising out of the transaction of business in this state.
489.809 Action by attorney general.
The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this
state in violation of
this article.
489.810 through 489.900 Reserved.
ARTICLE 9ACTIONS BY MEMBERS
489.901 Direct action by member.
1. Subject to subsection 2, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the
member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement
or this chapter or arising independently of the membership relationship.
2. A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to
be suffered by the limited liability company.
489.902 Derivative action.
A member may maintain a derivative action to enforce a right of a limited liability company as follows:
1. The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed
limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers
or other members do not bring the action within ninety days from the date the demand was made unless the member has earlier
been notified that the demand has been rejected by the company or unless irreparable injury to the company would result by
waiting for the expiration of the ninety-day period.
489.903 Proper plaintiff.
1. Except as otherwise provided in subsection 2, a derivative action under section 489.902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action
continues.
2. If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the
limited liability company to be substituted as plaintiff.
In a derivative action under
section 489.902, the complaint must state with particularity any of the following:
1. The date and content of the plaintiff’s demand and the response to the demand by the managers or other members.
489.905 Reserved.
489.906 Proceeds and expenses.
1. Except as otherwise provided in subsection 2, all of the following apply: a. Any proceeds or other benefits of a derivative action under section 489.902, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff.
b. If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
2. If a derivative action under section 489.902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees
and costs, from the recovery of the limited liability company.
489.907 through 489.1000 Reserved.
ARTICLE 10MERGER, CONVERSION,
AND DOMESTICATION
1. “Constituent limited liability company” means a constituent organization that is a limited liability company.
2. “Constituent organization” means an organization that is party to a merger.
4. “Converting limited liability company” means a converting organization that is a limited liability company.
5. “Converting organization” means an organization that converts into another organization pursuant to section 489.1006.
6. “Domesticated company” means the company that exists after a domesticating foreign limited liability company or limited liability company effects
a domestication pursuant to sections 489.1010 through 489.1013.
8. “Governing statute” means the statute that governs an organization’s internal affairs.
9. “Organization” means a general partnership, including a limited liability partnership, limited partnership, including a limited liability
limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute.
The term includes a domestic or foreign organization regardless of whether organized for profit.
10. “Organizational documents” means all of the following: a. For a domestic or foreign general partnership, its partnership agreement.
b. For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement.
c. For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement,
or comparable records as provided in its governing statute.
d. For a business trust, its agreement of trust and declaration of trust.
e. For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders
which are authorized by its governing statute, or comparable records as provided in its governing statute.
f. For any other organization, the basic records that create the organization and determine its internal governance and the relations
among the persons that own it, have an interest in it, or are members of it.
11. “Personal liability” means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns,
has an interest in, or is a member of the organization by any of the following: a. The governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization.
b. The organization’s organizational documents under a provision of the governing statute authorizing those documents to make
one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely
by reason of the person or persons co-owning, having an interest in, or being a member of the organization.
12. “Surviving organization” means an organization into which one or more other organizations are merged whether the organization preexisted the merger
or was created by the merger.
1. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 489.1003 through 489.1005, and a plan of merger, if all of the following apply: a. The governing statute of each of the other organizations authorizes the merger.
b. The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes.
c. Each of the other organizations complies with its governing statute in effecting the merger.
2. A plan of merger must be in a record and must include all of the following: a. The name and form of each constituent organization.
b. The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement
to that effect.
c. The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization
into any combination of money, interests in the surviving organization, and other consideration.
d. If the surviving organization is to be created by the merger, the surviving organization’s organizational documents that are
proposed to be in a record.
e. If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving
organization’s organizational documents that are, or are proposed to be, in a record.
489.1003 Action on plan of merger by constituent limited liability company.
1. Subject to section 489.1014, a plan of merger must be consented to by all the members of a constituent limited liability company.
2. Subject to section 489.1014 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the secretary
of state for filing under section 489.1004, a constituent limited liability company may amend the plan or abandon the merger as follows: a. As provided in the plan.
b. Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
489.1004 Filings required for merger — effective date.
1. After each constituent organization has approved a merger, articles of merger must be signed on behalf of all of the following:
b. Each other constituent organization, as provided in its governing statute.
2. Articles of merger under this section must include all of the following: a. The name and form of each constituent organization and the jurisdiction of its governing statute.
b. The name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization
is created by the merger, a statement to that effect.
c. The date the merger is effective under the governing statute of the surviving organization.
d. If the surviving organization is to be created by the merger, as follows: (1) If it will be a limited liability company, the company’s certificate of organization.
(2) If it will be an organization other than a limited liability company, the organizational document that creates the organization
that is in a public record.
e. If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational
document that created the organization that are in a public record.
f. A statement as to each constituent organization that the merger was approved as required by the organization’s governing statute.
g. If the surviving organization is a foreign organization not authorized to transact business in this state, the street and
mailing addresses of an office that the secretary of state may use for the purposes of section 489.1005, subsection 2.
h. Any additional information required by the governing statute of any constituent organization.
3. Each constituent limited liability company shall deliver the articles of merger for filing in the office of the secretary
of state.
4. A merger becomes effective under this article as follows: a. If the surviving organization is a limited liability company, upon the later of any of the following:
b. If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
489.1005 Effect of merger.
1. When a merger becomes effective all of the following apply: a. The surviving organization continues or comes into existence.
b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity.
c. All property owned by each constituent organization that ceases to exist vests in the surviving organization.
d. All debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations,
or other liabilities of the surviving organization.
e. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the
merger had not occurred.
f. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization
that ceases to exist vest in the surviving organization.
g. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect.
h. Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited
liability company for the purposes of article 7.
i. If the surviving organization is created by the merger, any of the following applies: (1) If it is a limited liability company, the certificate of organization becomes effective.
(2) If it is an organization other than a limited liability company, the organizational document that creates the organization
becomes effective.
j. If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational
document that created the organization become effective.
2. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce
any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization
was subject to suit in this state on the debt, obligation, or other liability. A surviving organization that is a foreign
organization and not authorized to transact business in this state appoints the secretary of state as its registered agent
for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as in section 489.116, subsections 2 and 3.
1. An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability
company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant
to this section, sections 489.1007 through 489.1009, and a plan of conversion, if all of the following apply: a. The other organization’s governing statute authorizes the conversion.
b. The conversion is not prohibited by the law of the jurisdiction that enacted the other organization’s governing statute.
c. The other organization complies with its governing statute in effecting the conversion.
2. A plan of conversion must be in a record and must include all of the following: a. The name and form of the organization before conversion.
b. The name and form of the organization after conversion.
c. The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization
into any combination of money, interests in the converted organization, and other consideration.
d. The organizational documents of the converted organization that are, or are proposed to be, in a record.
489.1007 Action on plan of conversion by converting limited liability company.
1. Subject to section 489.1014, a plan of conversion must be consented to by all the members of a converting limited liability company.
2. Subject to section 489.1014 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to
the secretary of state for filing under section 489.1008, a converting limited liability company may amend the plan or abandon the conversion as follows: a. As provided in the plan.
b. Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
489.1008 Filings required for conversion — effective date.
1. After a plan of conversion is approved, all of the following apply: a. A converting limited liability company shall deliver to the secretary of state for filing articles of conversion, which must
be signed as provided in section 489.203, subsection 1, and must include all of the following: (1) A statement that the limited liability company has been converted into another organization.
(2) The name and form of the organization and the jurisdiction of its governing statute.
(3) The date the conversion is effective under the governing statute of the converted organization.
(4) A statement that the conversion was approved as required by this chapter.
(5) A statement that the conversion was approved as required by the governing statute of the converted organization.
(6) All documents required to be filed with the secretary of state in accordance with the governing statute of the converted organization
to effectuate the conversion.
(7) If the converted organization is a foreign organization not authorized to transact business in this state, the street and
mailing addresses of an office which the secretary of state may use for the purposes of section 489.1009, subsection 3.
b. If the converting organization is not a converting limited liability company, the converting organization shall deliver to
the secretary of state for filing a certificate of organization, which must include, in addition to the information required
by section 489.201, subsection 2, all of the following: (1) A statement that the converted organization was converted from another organization.
(2) The name and form of that converting organization and the jurisdiction of its governing statute.
(3) A statement that the conversion was approved in a manner that complied with the converting organization’s governing statute.
2. A conversion becomes effective as follows: a. If the converted organization is a limited liability company, when the certificate of organization takes effect.
b. If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.
489.1009 Effect of conversion.
1. An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
2. When a conversion takes effect all of the following apply: a. All property owned by the converting organization remains vested in the converted organization.
b. All debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities
of the converted organization.
c. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred.
d. Except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted
organization.
e. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
f. Except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of article 7.
3. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce
any debt, obligation, or other liability for which the converting limited liability company is liable if, before the conversion,
the converting limited liability company was subject to suit in this state on the debt, obligation, or other liability. A
converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary
of state as its registered agent for service of process for purposes of enforcing a debt, obligation, or other liability under
this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as in section 489.116, subsections 2 and 3.
1. A foreign limited liability company may become a limited liability company pursuant to this section, sections 489.1011 through 489.1013, and a plan of domestication, if all of the following apply: a. The foreign limited liability company’s governing statute authorizes the domestication.
b. The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute.
c. The foreign limited liability company complies with its governing statute in effecting the domestication.
2. A limited liability company may become a foreign limited liability company pursuant to this section, sections 489.1011 through 489.1013, and a plan of domestication, if all of the following apply: a. The foreign limited liability company’s governing statute authorizes the domestication.
b. The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute.
c. The foreign limited liability company complies with its governing statute in effecting the domestication.
3. A plan of domestication must be in a record and must include all of the following: a. The name of the domesticating company before domestication and the jurisdiction of its governing statute.
b. The name of the domesticated company after domestication and the jurisdiction of its governing statute.
c. The terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating
company into any combination of money, interests in the domesticated company, and other consideration.
d. The organizational documents of the domesticated company that are, or are proposed to be, in a record.
489.1011 Action on plan of domestication by domesticating limited liability company.
1. A plan of domestication must be consented to as follows: a. By all the members, subject to section 489.1014, if the domesticating company is a limited liability company.
b. As provided in the domesticating company’s governing statute, if the company is a foreign limited liability company.
2. Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are
delivered to the secretary of state for filing under section 489.1012, a domesticating limited liability company may amend the plan or abandon the domestication as follows: a. As provided in the plan.
b. Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
489.1012 Filings required for domestication — effective date.
1. After a plan of domestication is approved, a domesticating company shall deliver to the secretary of state for filing articles
of domestication, which must include all of the following: a. A statement, as the case may be, that the company has been domesticated from or into another jurisdiction.
b. The name of the domesticating company and the jurisdiction of its governing statute.
c. The name of the domesticated company and the jurisdiction of its governing statute.
d. The date the domestication is effective under the governing statute of the domesticated company.
e. If the domesticating company was a limited liability company, a statement that the domestication was approved as required
by this chapter.
f. If the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required
by the governing statute of the other jurisdiction.
g. If the domesticated company was a foreign limited liability company not authorized to transact business in this state, the
street and mailing addresses of an office that the secretary of state may use for the purposes of section 489.1013, subsection 2.
2. A domestication becomes effective as follows: a. When the certificate of organization takes effect, if the domesticated company is a limited liability company.
b. According to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability
company.
489.1013 Effect of domestication.
1. When a domestication takes effect, all of the following apply: a. The domesticated company is for all purposes the company that existed before the domestication.
b. All property owned by the domesticating company remains vested in the domesticated company.
c. All debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities
of the domesticated company.
d. An action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred.
e. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company
remain vested in the domesticated company.
f. Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect.
g. Except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes
of article 7.
2. A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state
to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating
company was subject to suit in this state on the debt, obligation, or other liability. A domesticated company that is a foreign
limited liability company and not authorized to transact business in this state appoints the secretary of state as its registered
agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as in section 489.116, subsections 2 and 3.
3. If a limited liability company has adopted and approved a plan of domestication under section 489.1010 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company’s certificate
of organization must be delivered to the secretary of state for filing setting forth all of the following: a. The name of the company.
b. A statement that the certificate of organization is being surrendered in connection with the domestication of the company
in a foreign jurisdiction.
c. A statement that the domestication was approved as required by this chapter.
d. The jurisdiction of formation of the domesticated foreign limited liability company.
489.1014 Restrictions on approval of mergers, conversions, and domestications.
1. If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect
to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication
is ineffective without the consent of the member, unless all of the following apply: a. The company’s operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer
than all the members.
b. The member has consented to the provision of the operating agreement.
2. A member does not give the consent required by subsection 1 merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the
consent of fewer than all the members.
489.1015 Merger of domestic cooperative into a domestic limited liability company.
1. A limited liability company may merge with a domestic cooperative only as provided by this section. A limited liability company may merge with one or more domestic cooperatives if all of the following apply: a. Only one limited liability company and one or more domestic cooperatives are parties to the merger.
b. When the merger becomes effective, the separate existence of each domestic cooperative ceases and the limited liability company
is the surviving entity per organization.
c. As to each domestic cooperative, the plan of merger is initiated and adopted, and the merger is effectuated, as provided in
section 501A.1101.
d. As to the limited liability company, the plan of merger complies with section 489.1002, the plan of merger is approved as provided in section 489.1003, and the articles of merger are prepared, signed, and filed as provided in section 489.1004.
489.1016 Article not exclusive.
This article does not preclude an entity from being merged, converted, or domesticated under law other than
this chapter.
489.1017 through 489.1100 Reserved.
ARTICLE 11PROFESSIONAL LIMITED
LIABILITY COMPANIES
As used in
this article, unless the context otherwise requires:
1. “Employee” or “agent” does not include a clerk, stenographer, secretary, bookkeeper, technician, or other person who is not usually and ordinarily
considered by custom and practice to be practicing a profession nor any other person who performs all that person’s duties
for the professional limited liability company under the direct supervision and control of one or more managers, employees,
or agents of the professional limited liability company who are duly licensed in this state to practice a profession which
the limited liability company is authorized to practice in this state. This article does not require any such persons to be licensed to practice a profession if they are not required to be licensed under any
other law of this state.
2. “Foreign professional limited liability company” means a limited liability company organized under laws other than the laws of this state for a purpose for which a professional
limited liability company may be organized under this article.
3. “Licensed” includes registered, certified, admitted to practice, or otherwise legally authorized under the laws of this state.
4. “Profession” means the following professions: a. Certified public accountancy.
b. Architecture.
c. Chiropractic.
d. Dentistry.
e. Physical therapy.
f. Practice as a physician assistant.
g. Psychology.
h. Professional engineering.
i. Land surveying.
j. Landscape architecture.
k. Law.
l. Medicine and surgery.
m. Optometry.
n. Osteopathic medicine and surgery.
o. Accounting practitioner.
p. Podiatry.
q. Real estate brokerage.
r. Speech pathology.
s. Audiology.
t. Veterinary medicine.
u. Pharmacy.
v. Nursing.
w. Marital and family therapy or mental health counseling, provided that the marital and family therapist or mental health counselor
is licensed under chapters 147 and 154D.
5. “Professional limited liability company” means a limited liability company subject to this article, except a foreign professional limited liability company.
6. “Regulating board” means any board, commission, court, or governmental authority which, under the laws of this state, is charged with the licensing,
registration, certification, admission to practice, or other legal authorization of the practitioners of any profession.
7. a. “Voluntary transfer” includes a sale, voluntary assignment, gift, pledge, or encumbrance; a voluntary change of legal or equitable ownership or
beneficial interest; or a voluntary change of persons having voting rights with respect to any transferable interest, except
as proxies. b. “Voluntary transfer” does not include a transfer of an individual’s interest in a limited liability company or other property to a guardian or
conservator appointed for that individual or the individual’s property.
2008 Acts, ch 1088, §141; 2008 Acts, ch 1162, §87, 155; 2011 Acts, ch 1, §1, 5, 6; 2018 Acts, ch 1066, §1, 5; 2019 Acts, ch 24, §72
489.1102 Purposes and powers.
1. A professional limited liability company shall be organized only for the purpose of engaging in the practice of one specific
profession, or two or more specific professions which could lawfully be practiced in combination by a licensed individual
or a partnership of licensed individuals, and for the additional purpose of doing all lawful things which may be incidental
to or necessary or convenient in connection with the practice of the profession or professions. The certificate of organization
of a professional limited liability company shall state in substance that the purposes for which the professional limited
liability company is organized are to engage in the general practice of a specified profession or professions, or one or more
specified branches or divisions thereof, and to do all lawful things which may be incidental to or necessary or convenient
in connection with the practice of the profession or professions.
2. a. For purposes of this section, medicine and surgery, osteopathic medicine and surgery, and practice as a physician assistant shall be deemed to be professions
which could lawfully be practiced in combination by licensed individuals or a partnership of licensed individuals. b. Nothing in this section shall be construed to expand the scope of practice of a physician assistant or modify the requirement in section 148C.4 that a physician assistant perform medical services under the supervision of a licensed physician.
c. For purposes of this section, marital and family therapy, mental health counseling, psychology, and social work shall be deemed to be professions which
could lawfully be practiced in combination by licensed individuals or a partnership of licensed individuals.
2008 Acts, ch 1162, §88, 155; 2011 Acts, ch 1, §2, 5, 6; 2018 Acts, ch 1066, §2, 5
The name of a professional limited liability company, the name of a foreign professional limited liability company or its
name as modified for use in this state, and any fictitious name or trade name adopted by a professional limited liability
company or foreign professional limited liability company shall contain the words “Professional Limited Company”, “Professional
Limited Liability Company”, or the abbreviation “P.L.C.”, “PLC”, “P.L.L.C.”, or “PLLC”, and except for the addition of such
words or abbreviation, shall be a name which could lawfully be used by a licensed individual or by a partnership of licensed
individuals in the practice in this state of a profession which the professional limited liability company is authorized to
practice. Each regulating board may by rule adopt additional requirements as to the corporate names and fictitious or trade
names of professional limited liability companies and foreign professional limited liability companies which are authorized
to practice a profession which is within the jurisdiction of the regulating board.
489.1104 Who may organize.
One or more individuals having capacity to contract and licensed to practice a profession in this state in which the professional
limited liability company is to be authorized to practice, may organize a professional limited liability company.
489.1105 Practice by professional limited liability company.
1. Notwithstanding any other statute or rule of law, a professional limited liability company may practice a profession, but
may do so in this state only through a member, manager, employee, or agent, who is licensed to practice the same profession
in this state. In its practice of a profession, a professional limited liability company shall not do any act which could
not lawfully be done by an individual licensed to practice the profession which the professional limited liability company
is authorized to practice.
2. a. This section shall not prohibit persons practicing medicine and surgery, persons practicing osteopathic medicine and surgery, or persons
practicing as physician assistants from practicing their respective professions in lawful combination pursuant to section 489.1102. b. Nothing in this section shall be construed to expand the scope of practice of a physician assistant or modify the requirement in section 148C.4 that a physician assistant perform medical services under the supervision of a licensed physician.
c. For purposes of this section, marital and family therapy, mental health counseling, psychology, and social work shall be deemed to be professions which
could lawfully be practiced in combination by licensed individuals or a partnership of licensed individuals.
489.1106 Professional regulation.
A professional limited liability company shall not be required to register with or to obtain any license, registration, certificate,
or other legal authorization from a regulating board in order to practice a profession. Except as provided in
this section,
this article does not restrict or limit in any manner the authority or duties of any regulating board with respect to individuals practicing
a profession which is within the jurisdiction of the regulating board, even if the individual is a member, manager, employee,
or agent of a professional limited liability company or foreign professional limited liability company and practices the individual’s
profession through such professional limited liability company.
489.1107 Relationship and liability to persons served.
This article does not modify any law applicable to the relationship between an individual practicing a profession and a person receiving
professional services, including but not limited to any liability arising out of such practice or any law respecting privileged
communications.
This article does not modify or affect the ethical standards or standards of conduct of any profession, including but not limited to any
standards prohibiting or limiting the practice of the profession by a limited liability company or prohibiting or limiting
the practice of two or more professions in combination. All such standards shall apply to the members, managers, employees,
and agents through whom a professional limited liability company practices any profession in this state, to the same extent
that the standards apply to an individual practitioner.
489.1108 Issuance of interests.
An interest of a professional limited liability company shall be issued only to an individual who is licensed to practice
in any state a profession which the professional limited liability company is authorized to practice. Interests of a professional
limited liability company shall not at any time be issued in, transferred into, or held in joint tenancy, tenancy in common,
or any other form of joint ownership or co-ownership.
Chapter 502 shall not be applicable to nor govern any transaction relating to any interests of a professional limited liability company.
489.1109 Assignment of interests.
A member or other person shall not make a voluntary assignment of an interest in a professional limited liability company
to any person, except to the professional limited liability company or to an individual who is licensed to practice in this
state a profession which the limited liability company is authorized to practice. The certificate of organization or operating
agreement of the professional limited liability company may contain any additional provisions restricting the assignment of
interests. Unless the certificate of organization or an operating agreement otherwise provides, a voluntary assignment requires
the unanimous consent of the members.
489.1110 Convertible interests — rights and options.
A professional limited liability company shall not create or issue any interest convertible into an interest of the professional
limited liability company. The provisions of
this article with respect to the issuance and transfer of interests apply to the creation, issuance, and transfer of any right or option
entitling the holder to purchase from a professional limited liability company any interest of the professional limited liability
company. A right or option shall not be transferable, whether voluntarily, involuntarily, by operation of law, or in any other
manner. Upon the death of the holder, or when the holder ceases to be licensed to practice a profession in this state which
the professional limited liability company is authorized to practice, the right or option shall expire.
489.1111 Voting trust — proxy.
A member of a professional limited liability company shall not create or enter into a voting trust or any other agreement
conferring upon any other person the right to vote or otherwise represent any interests of a professional limited liability
company, and no such voting trust or agreement is valid or effective. Any proxy of a member of a professional limited liability
company shall be an individual licensed to practice a profession in this state which the professional limited liability company
is authorized to practice. Any provision in any proxy instrument denying the right of the member to revoke the proxy at any
time or for any period of time is not valid or effective.
This section does not otherwise limit the right of a member to vote by proxy, but the certificate of organization or operating agreement
of the professional limited liability company may further limit or deny the right to vote by proxy.
489.1112 Required purchase by professional limited liability company of its own interests.
1. Notwithstanding any other statute or rule of law, a professional limited liability company shall purchase its own interests
as provided in this section; and a member of a professional limited liability company and the member’s executor, administrator, legal representative,
and successors in interest, shall sell and transfer the interests held by them as provided in this section.
2. Upon the death of a member, the professional limited liability company shall immediately purchase all interests held by the
deceased member.
3. In order to remain a member of a professional limited liability company, the member shall at all times be licensed to practice
in this state a profession which the professional limited liability company is authorized to practice. When a member does
not have or ceases to have this qualification, the professional limited liability company shall immediately purchase all interests
held by that member.
4. When a person other than a member of record becomes entitled to have interests of a professional limited liability company
transferred into that person’s name or to exercise voting rights, except as a proxy, with respect to interests of the professional
limited liability company, the professional limited liability company shall immediately purchase the interests. Without limiting
the generality of the foregoing, this section shall be applicable whether the event occurs as a result of appointment of a guardian or conservator for a member or the
member’s property, transfer of interests by operation of law, involuntary transfer of interests, judicial proceeding, execution,
levy, bankruptcy proceeding, receivership proceeding, foreclosure or enforcement of a pledge or encumbrance, or any other
situation or occurrence. However, this section does not apply to any voluntary transfer of interests as defined in this article.
5. Interests purchased by a professional limited liability company under this section shall be transferred to the professional limited liability company as of the close of business on the date of the death or
other event which requires purchase. The member and the member’s executors, administrators, legal representatives, or successors
in interest, shall promptly do all things which may be necessary or convenient to cause transfer to be made as of the transfer
date. However, the interests shall promptly be transferred on the books and records of the professional limited liability
company as of the transfer date, notwithstanding any delay in transferring or surrendering the interests or certificates representing
the interests, and the transfer shall be valid and effective for all purposes as of the close of business on the transfer
date. The purchase price for such interests shall be paid as provided in this article, but the transfer of interests to the professional limited liability company as provided in this section shall not be delayed or affected by any delay or default in making payment.
6. Notwithstanding subsections 1 through 5, purchase by the professional limited liability company is not required upon the occurrence of any event other than death
of a member, if the professional limited liability company is dissolved within sixty days after the occurrence of the event.
The certificate of organization or operating agreement of the professional limited liability company may provide that purchase
is not required upon the death of a member, if the professional limited liability company is dissolved within sixty days after
the date of the member’s death.
7. Unless otherwise provided in the certificate of organization or an operating agreement of the professional limited liability
company or in an agreement among all members of the professional limited liability company, all of the following apply: a. The purchase price for interests shall be its book value as of the end of the month immediately preceding the death or other
event which requires purchase. Book value shall be determined from the books and records of the professional limited liability
company in accordance with the regular method of accounting used by the professional limited liability company, uniformly
and consistently applied. Adjustments to book value shall be made, if necessary, to take into account work in process and
accounts receivable. A final determination of book value made in good faith by an independent certified public accountant
or firm of certified public accountants employed by the professional limited liability company for the purpose shall be conclusive
on all persons.
b. The purchase price shall be paid in cash as follows: (1) Upon the death of a member, thirty percent of the purchase price shall be paid within ninety days after death, and the balance
shall be paid in three equal annual installments on the first three anniversaries of the death.
(2) Upon the happening of any other event referred to in this section, one-tenth of the purchase price shall be paid within ninety days after the date of the event, and the balance shall be paid
in three equal annual installments on the first three anniversaries of the date of the event.
c. Interest from the date of death or other event shall be payable annually on principal payment dates, at the rate of six percent
per annum on the unpaid balance of the purchase price.
d. All persons who are members of the professional limited liability company on the date of death or other event, and their executors,
administrators, and legal representatives, shall, to the extent the professional limited liability company fails to meet its
obligations under this section, be jointly liable for the payment of the purchase price and interest in proportion to their percentage of ownership of the
professional limited liability company’s interests, disregarding interests of the deceased or withdrawing member.
e. The part of the purchase price remaining unpaid after the initial payment shall be evidenced by a negotiable promissory note,
which shall be executed by the professional limited liability company and all members liable for payment. Any person liable
on the note shall have the right to prepay the note in full or in part at any time.
f. If the person making any payment is not reasonably able to determine which of two or more persons is entitled to receive a
payment, or if the payment is payable to a person who is unknown, or who is under disability and there is no person legally
competent to receive the payment, or who cannot be found after the exercise of reasonable diligence by the person making the
payment, it shall be deposited with the treasurer of state and shall be subject to the provisions of section 490.1440 with respect to funds deposited with the treasurer of state upon the voluntary or involuntary dissolution of a business corporation.
8. Notwithstanding the other provisions of this section, no part of the purchase price shall be required to be paid until the certificates, if any, representing the interests have
been surrendered to the professional limited liability company.
9. Notwithstanding the other provisions of this section, payment of any part of the purchase price for interests of a deceased member shall not be required until the executor or
administrator of the deceased member provides any indemnity, release, or other document from any taxing authority, which is
reasonably necessary to protect the professional limited liability company against liability for estate, inheritance, and
death taxes.
10. The certificate of organization or an operating agreement of the professional limited liability company or an agreement among
all members of a professional limited liability company may provide for a different purchase price, a different method of
determining the purchase price, a different interest rate or no interest, and other terms, conditions, and schedules of payment.
11. The certificate of organization or an operating agreement of the professional limited liability company or an agreement among
all members of a professional limited liability company may provide for the optional or mandatory purchase of its own interests
by the professional limited liability company in other situations, subject to any applicable law regarding such a purchase.
489.1113 Certificates representing interests.
Each certificate representing an interest of a professional limited liability company shall state in substance that the certificate
represents an interest in a professional limited liability company and is not transferable except as expressly provided in
this article and in the certificate of organization or an operating agreement of the professional limited liability company.
All managers of a professional limited liability company shall at all times be individuals who are licensed to practice a
profession in this state or a lawful combination of professions pursuant to
section 489.1102, which the limited liability company is authorized to practice. A person who is not licensed shall have no authority or duties
in the management or control of the professional limited liability company. If a manager ceases to have this qualification,
the manager shall immediately and automatically cease to hold such management position.
A professional limited liability company shall not merge with any entity except another professional limited liability company
subject to
this article or a professional corporation subject to
chapter 496C. Merger is not permitted unless the surviving or new professional limited liability company is a professional limited liability
company which complies with all requirements of
this article.
489.1116 Dissolution or liquidation.
A violation of any provision of
this article by a professional limited liability company or any of its members or managers shall be cause for its involuntary dissolution,
or liquidation of its assets and business by the district court. Upon the death of the last remaining member of a professional
limited liability company, or when the last remaining member is not licensed or ceases to be licensed to practice a profession
in this state which the professional limited liability company is authorized to practice, or when any person other than the
member of record becomes entitled to have all interests of the last remaining member of the professional limited liability
company transferred into that person’s name or to exercise voting rights, except as a proxy, with respect to such interests,
the professional limited liability company shall not practice any profession and it shall be promptly dissolved. However,
if prior to dissolution all outstanding interests of the professional limited liability company are acquired by two or more
persons licensed to practice a profession in this state which the professional limited liability company is authorized to
practice, the professional limited liability company need not be dissolved and may practice the profession as provided in
this article.
489.1117 Foreign professional limited liability company.
1. A foreign professional limited liability company may practice a profession in this state if it complies with the provisions
of this article. The secretary of state may prescribe forms for this purpose. A foreign professional limited liability company may practice
a profession in this state only through members, managers, employees, and agents who are licensed to practice the profession
in this state. The provisions of this article with respect to the practice of a profession by a professional limited liability company apply to a foreign professional
limited liability company.
2. This article does not prohibit the practice of a profession in this state by an individual who is a member, manager, employee, or agent
of a foreign professional limited liability company, if the individual could lawfully practice the profession in this state
in the absence of any relationship to a foreign professional limited liability company. This subsection applies regardless of whether or not the foreign professional limited liability company is authorized to practice a profession
in this state.
489.1118 Limited liability companies organized under the other laws.
This article does not apply to or interfere with the practice of any profession by or through any professional limited liability company
organized after July 1, 1992, under any other law of this state or any other state or country, if the practice is lawful under
any other statute or rule of law of this state. Any such professional limited liability company may voluntarily elect to adopt
this article and become subject to its provisions, by amending its certificate of organization to be consistent with all provisions of
this article and by stating in its amended certificate of organization that the limited liability company has voluntarily elected to adopt
this article. Any limited liability company organized under any law of any other state or country may become subject to the provisions
of
this article by complying with all provisions of
this article with respect to foreign professional limited liability companies.
489.1119 Conflicts with other provisions of this chapter.
489.1120 through 489.1200 Reserved.
ARTICLE 12SERIES LIMITED
LIABILITY COMPANIES
489.1207 through 489.1300 Reserved.
ARTICLE 13MISCELLANEOUS PROVISIONS
489.1301 Uniformity of application and construction.
In applying and construing
this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states
that enact it.
489.1302 Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et
seq., but does not modify, limit, or supersede section 101(c) of that Act, 15 U.S.C. §7001(c), or authorize electronic delivery
of any of the notices described in section 103(b) of that Act, 15 U.S.C. §7003(b).
This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2009.
489.1304 Application to existing relationships.
1. Before January 1, 2011, this chapter governs all of the following: a. A limited liability company formed on or after January 1, 2009.
b. Except as otherwise provided in subsection 3, a limited liability company formed before January 1, 2009, which elects, in the manner provided in its operating agreement
or by law for amending the operating agreement, to be subject to this chapter.
2. Except as otherwise provided in subsection 3, on and after January 1, 2011, this chapter governs all limited liability companies.
3. For the purposes of applying this chapter to a limited liability company formed before January 1, 2009, all of the following apply: a. The limited liability company’s articles of organization are deemed to be the company’s certificate of organization.
b. For the purposes of applying section 489.102, subsection 12, and subject to section 489.112, subsection 4, language in the limited liability company’s articles of organization designating the limited liability company’s management
structure operates as if that language were in the operating agreement.
c. If a professional limited liability company’s name complied with section 490A.1503 as that section existed on December 30, 2010, that company’s name shall also be deemed to comply with the name requirements
of section 489.1103, Code 2011.
489.1305 through 489.14100 Reserved.
ARTICLE 14UNIFORM PROTECTED SERIES ACT
This article may be cited as the
“Uniform Protected Series Act”.
As used in
this article, unless the context otherwise requires:
1. “Asset” means any of the following: a. Property in which a series limited liability company or protected series has rights.
b. Property as to which the company or protected series has the power to transfer rights.
2. “Associated asset” means an asset that meets the requirements of section 489.14301.
3. “Associated member” means a member that meets the requirements of section 489.14302.
4. “Foreign protected series” means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes
comparable to a protected series established under this article. The term applies whether or not the law under which the foreign company is organized refers to “protected series”.
5. “Foreign series limited liability company” means a foreign limited liability company that has at least one foreign protected series.
6. “Nonassociated asset” means any of the following: a. An asset of a series limited liability company which is not an associated asset of the company.
b. An asset of a protected series of the company which is not an associated asset of the protected series.
7. “Person” means the same as defined in section 4.1 and includes a protected series.
8. “Protected series”, except in the phrase “foreign protected series”, means a protected series established under section 489.14201.
9. “Protected-series manager” means a person under whose authority the powers of a protected series are exercised and under whose direction the activities
and affairs of the protected series are managed under the operating agreement, this article, and this chapter.
10. “Protected-series transferable interest” means a right to receive a distribution from a protected series.
11. “Protected-series transferee” means a person to which all or part of a protected-series transferable interest of a protected series of a series limited
liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable
interest as a result of ceasing to be an associated member of a protected series.
12. “Series limited liability company”, except in the phrase “foreign series limited liability company”, means a limited liability company that has at least one protected series.
489.14103 Nature of protected series.
A protected series of a series limited liability company is a person distinct from all of the following:
2. Another protected series of the company.
3. A member of the company, whether or not the member is an associated member of the protected series.
4. A protected-series transferee of a protected series of the company.
5. A transferee of a transferable interest of the company.
489.14104 Powers and duration of protected series.
1. A protected series of a series limited liability company has the capacity to sue and be sued in its own name.
2. Except as otherwise provided in subsections 3 and 4, a protected series of a series limited liability company has the same powers and purposes as the company.
3. A protected series of a series limited liability company ceases to exist not later than when the company completes its winding
up.
4. A protected series of a series limited liability company shall not do any of the following: a. Be a member of the company.
b. Establish a protected series.
c. Except as permitted by law of this state other than this article, have a purpose or power that the law of this state other than this article prohibits a limited liability company from doing or having.
The law of this state governs all of the following:
1. The internal affairs of a protected series of a series limited liability company, including all of the following: a. Relations among any associated members of the protected series.
b. Relations among the protected series and any of the following: (1) Any associated member.
(2) The protected-series manager.
(3) Any protected-series transferee.
c. Relations between any associated member and any of the following: (1) The protected-series manager.
(2) Any protected-series transferee.
d. The rights and duties of a protected-series manager.
e. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and
affairs.
f. Procedures and conditions for becoming an associated member or protected-series transferee.
2. The relations between a protected series of a series limited liability company and each of the following: a. The company.
b. Another protected series of the company.
c. A member of the company which is not an associated member of the protected series.
d. A protected-series manager that is not a protected-series manager of the protected series.
e. A protected-series transferee that is not a protected-series transferee of the protected series.
3. The liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company
if the debt, obligation, or liability is asserted solely by reason of the person being or acting as any of the following: a. An associated member, protected-series transferee, or protected-series manager of the protected series.
b. A member of the company which is not an associated member of the protected series.
c. A protected-series manager that is not a protected-series manager of the protected series.
d. A protected-series transferee that is not a protected-series transferee of the protected series.
e. A manager of the company.
f. A transferee of a transferable interest of the company.
4. The liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the
company if the debt, obligation, or liability is asserted solely by reason of the company doing any of the following:
b. Being or acting as a protected-series manager of the protected series.
c. Having the protected series be or act as a manager of the company.
d. Owning a protected-series transferable interest of the protected series.
5. The liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the
company or of another protected series of the company if the debt, obligation, or liability is asserted solely by reason of
any of the following: a. The protected series is any of the following: (1) A protected series of the company or having as a protected-series manager the company or another protected series of the company.
(2) Acting as a protected-series manager of another protected series of the company or a manager of the company.
b. The company owning a protected-series transferable interest of the protected series.
489.14106 Relation of operating agreement, this article, and this chapter.
1. Except as otherwise provided in this section and subject to sections 489.14107 and 489.14108, the operating agreement of a series limited liability company governs all of the following: a. The internal affairs of a protected series, including all of the following: (1) Relations among any associated members of the protected series.
(2) Relations among the protected series and any of the following: (a) Any associated member.
(b) The protected-series manager.
(c) Any protected-series transferee.
(3) Relations between any associated member and any of the following: (a) The protected-series manager.
(b) Any protected-series transferee.
(4) The rights and duties of a protected-series manager.
(5) Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and
affairs.
(6) Procedures and conditions for becoming an associated member or protected-series transferee.
b. Relations among the protected series, the company, and any other protected series of the company.
c. Relations between all of the following: (1) The protected series, its protected-series manager, any associated member of the protected series, or any protected-series
transferee of the protected series.
(2) A person in the person’s capacity as any of the following: (a) A member of the company which is not an associated member of the protected series.
(b) A protected-series transferee or protected-series manager of another protected series.
(c) A transferee of the company.
3. If law of this state other than this article imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability
company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in
law of this state other than this article, the restriction applies in accordance with section 489.14108.
4. Except as otherwise provided in section 489.14107, if the operating agreement of a series limited liability company does not provide for a matter described in subsection 1 in a manner permitted by this article, the matter is determined in accordance with the following rules:
489.14107 Additional limitations on operating agreement.
1. An operating agreement shall not vary the effect of any of the following:
i. Section 489.14201, except to vary the manner in which a limited liability company approves establishing a protected series.
y. A provision of this article pertaining to any of the following: (1) Registered agents.
(2) The secretary of state, including provisions pertaining to records authorized or required to be delivered to the secretary
of state for filing under this article.
2. An operating agreement shall not unreasonably restrict the duties and rights under section 489.14305 but may impose reasonable restrictions on the availability and use of information obtained under section 489.14305 and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
489.14108 Rules for applying specified provisions of this chapter to specified provisions of this article.
1. Except as otherwise provided in subsection 2 and section 489.14107, the following rules apply in applying section 489.14106, section 489.14304, subsections 3 and 6, section 489.14501, subsection 4, paragraph “a”, section 489.14502, subsection 1, and section 489.14503, subsection 2: a. A protected series of a series limited liability company is deemed to be a limited liability company that is formed separately
from the series limited liability company and is distinct from the series limited liability company and any other protected
series of the series limited liability company.
b. An associated member of the protected series is deemed to be a member of the company deemed to exist under paragraph “a”.
c. A protected-series transferee of the protected series is deemed to be a transferee of the company deemed to exist under paragraph
“a”.
d. A protected-series transferable interest of the protected series is deemed to be a transferable interest of the company deemed
to exist under paragraph “a”.
e. A protected-series manager is deemed to be a manager of the company deemed to exist under paragraph “a”.
f. An asset of the protected series is deemed to be an asset of the company deemed to exist under paragraph “a”, whether or not the asset is an associated asset of the protected series.
g. Any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the company deemed to exist
under paragraph “a”.
2. Subsection 1 does not apply if its application would do any of the following:
b. Authorize or require the secretary of state to do any of the following: (1) Accept for filing a type of record that neither this article nor any of the other articles of this chapter authorizes or requires a person to deliver to the secretary of state for filing.
(2) Make or deliver a record that neither this article nor the other articles of this chapter authorizes or requires the secretary of state to make or deliver.
489.14109 through 489.14200 Reserved.
PART 2ESTABLISHING PROTECTED SERIES
489.14201 Protected series designation — amendment.
1. With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected
series.
2. To establish a protected series, a limited liability company shall deliver to the secretary of state for filing a protected
series designation, signed by the company, stating the name of the company and the name of the protected series to be established.
3. A protected series is established when the protected series designation takes effect under section 489.205.
4. To amend a protected series designation, a series limited liability company shall deliver to the secretary of state for filing
a statement of designation change, signed by the company, that changes the name of the company, the name of the protected
series to which the designation applies, or both. The change takes effect when the statement of designation change takes effect
under section 489.205.
2. The name of a protected series of a series limited liability company must do all of the following: a. Begin with the name of the company, including any word or abbreviation required by section 489.108.
b. Contain the phrase “Protected Series” or “protected series” or the abbreviation “P.S.” or “PS”.
3. If a series limited liability company changes its name, the company shall deliver to the secretary of state for filing a statement
of designation change for each of the company’s protected series, changing the name of each protected series to comply with
this section.
489.14203 Registered agent.
1. The registered agent in this state for a series limited liability company is the registered agent in this state for each protected
series of the company.
2. Before delivering a protected series designation to the secretary of state for filing, a limited liability company shall agree
with a registered agent that the agent will serve as the registered agent in this state for both the company and the protected
series.
3. A person that signs a protected series designation delivered to the secretary of state for filing affirms as a fact that the
limited liability company on whose behalf the designation is delivered has complied with subsection 2.
4. A person that ceases to be the registered agent for a series limited liability company ceases to be the registered agent for
each protected series of the company.
5. A person that ceases to be the registered agent for a protected series of a series limited liability company, other than as
a result of the termination of the protected series, ceases to be the registered agent of the company and any other protected
series of the company.
6. Except as otherwise agreed by a series limited liability company and its registered agent, the agent is not obligated to distinguish
between a process, notice, demand, or other record concerning the company and a process, notice, demand, or other record concerning
a protected series of the company.
489.14204 Service of process, notice, demand, or other record.
1. A protected series of a series limited liability company may be served with a process, notice, demand, or other record required
or permitted by law by any of the following: a. Serving the company.
b. Serving the registered agent of the protected series.
c. Other means authorized by law of this state other than the other articles of this chapter.
2. Service of a summons and complaint on a series limited liability company is notice to each protected series of the company
of service of the summons and complaint and the contents of the complaint.
3. Service of a summons and complaint on a protected series of a series limited liability company is notice to the company and
any other protected series of the company of service of the summons and complaint and the contents of the complaint.
4. Service of a summons and complaint on a foreign series limited liability company is notice to each foreign protected series
of the foreign company of service of the summons and complaint and the contents of the complaint.
5. Service of a summons and complaint on a foreign protected series of a foreign series limited liability company is notice to
the foreign company and any other foreign protected series of the company of service of the summons and complaint and the
contents of the complaint.
6. Notice to a person under subsection 2, 3, 4, or 5 is effective whether or not the summons and complaint identify the person if the summons and complaint name as a party and
identify any of the following: a. The series limited liability company or a protected series of the company.
b. The foreign series limited liability company or a foreign protected series of the foreign company.
489.14205 Certificate of existence for protected series.
1. On request of any person, the secretary of state shall issue a certificate of existence for a protected series of a series
limited liability company or a certificate of authority for a foreign protected series in the following circumstances: a. In the case of a protected series, if all of the following apply: (1) No statement of dissolution, termination, or relocation pertaining to the protected series has been filed.
(2) The company has delivered to the secretary of state for filing the most recent biennial report required by section 489.209 and the report includes the name of the protected series, unless any of the following applies: (a) When the company delivered the report for filing, the protected series designation pertaining to the protected series had
not yet taken effect.
(b) After the company delivered the report for filing, the company delivered to the secretary of state for filing a statement
of designation change changing the name of the protected series.
b. In the case of a foreign protected series, it is authorized to do business in this state.
2. A certificate issued under subsection 1 must state all of the following: a. In the case of a protected series, all of the following: (1) The name of the protected series of the series limited liability company and the name of the company.
(3) The date the protected series designation pertaining to the protected series took effect.
(4) If a statement of designation change pertaining to the protected series has been filed, the effective date and contents of
the statement.
b. In the case of a foreign protected series, that it is authorized to do business in this state.
c. That all fees, taxes, interest, and penalties due under this chapter or other law to the secretary of state have been paid if all of the following apply: (1) Payment is reflected in the records of the secretary of state.
(2) Nonpayment affects the existence or good standing of the protected series.
d. Other facts reflected in the records of the secretary of state pertaining to the protected series or foreign protected series
which the person requesting the certificate reasonably requests.
3. Subject to any qualification stated by the secretary of state in a certificate issued under subsection 1, the certificate may be relied on as conclusive evidence of the facts stated in the certificate.
489.14206 Information required in biennial report — effect of failure to provide.
1. In the biennial report required by section 489.209, a series limited liability company shall include the name of each protected series of the company for which all of the following
apply: a. For which the company has previously delivered to the secretary of state for filing a protected series designation.
b. Which has not dissolved and completed winding up.
2. A failure by a series limited liability company to comply with subsection 1 with regard to a protected series prevents issuance of a certificate of existence pertaining to the protected series but
does not otherwise affect the protected series.
489.14207 through 489.14300 Reserved.
PART 3ASSOCIATED ASSETS AND MEMBERS — TRANSFERABLE INTERESTS — MANAGEMENT — INFORMATION RIGHTS
489.14301 Associated asset.
1. Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited
liability company may be an associated asset of the company.
2. An asset of a protected series of a series limited liability company is an associated asset of the protected series only if
the protected series creates and maintains records that state the name of the protected series and describe the asset with
sufficient specificity to permit a disinterested, reasonable individual to do all of the following: a. Identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset
of any other protected series of the company.
b. Determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of
the protected series.
c. If the protected series acquired the asset from the company or another protected series of the company, determine any consideration
paid, the payor, and the payee.
3. An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains
records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable
individual to do all of the following: a. Identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company.
b. Determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company.
c. If the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and
the payee.
4. The records and recordkeeping required by subsections 2 and 3 may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including
a percentage or share of any asset, or in any other reasonable manner.
5. To the extent permitted by this section and law of this state other than this article, a series limited liability company or protected series of the company may hold an associated asset directly or indirectly,
through a representative, nominee, or similar arrangement, except that all of the following applies: a. A protected series shall not hold an associated asset in the name of the company or another protected series of the company.
b. The company shall not hold an associated asset in the name of a protected series of the company.
489.14302 Associated member.
1. Only a member of a series limited liability company may be an associated member of a protected series of the company.
2. A member of a series limited liability company becomes an associated member of a protected series of the company if the operating
agreement or a procedure established by the agreement states all of the following: a. That the member is an associated member of the protected series.
b. The date on which the member became an associated member.
c. Any protected-series transferable interest the associated member has in connection with becoming or being an associated member.
3. If a person that is an associated member of a protected series of a series limited liability company is dissociated from the
company, the person ceases to be an associated member of the protected series.
489.14303 Protected-series transferable interest.
1. A protected-series transferable interest of a protected series of a series limited liability company must be owned initially
by an associated member of the protected series or the company.
2. If a protected series of a series limited liability company has no associated members when established, the company owns the
protected-series transferable interests in the protected series.
3. In addition to acquiring a protected-series transferable series interest under subsection 2, a series limited liability company may acquire a protected-series transferable interest through a transfer from another
person or as provided in the operating agreement.
4. Except for section 489.14108, subsection 1, paragraph “c”, a provision of this article which applies to a protected-series transferee of a protected series of a series limited liability company applies to the
company in its capacity as an owner of a protected-series transferable interest of the protected series. A provision of the
operating agreement of a series limited liability company which applies to a protected-series transferee of a protected series
of the company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected
series.
1. A protected series may have more than one protected-series manager.
2. If a protected series has no associated members, the series limited liability company is the protected-series manager.
3. Section 489.14108 applies to determine any duties of a protected-series manager of a protected series of a series limited liability company
to all of the following: a. The protected series.
b. Any associated member of the protected series.
c. Any protected-series transferee of the protected series.
4. Solely by reason of being or acting as a protected-series manager of a protected series of a series limited liability company,
a person owes no duty to any of the following: a. The company.
b. Another protected series of the company.
c. Another person in that person’s capacity as any of the following: (1) A member of the company which is not an associated member of the protected series.
(2) A protected-series transferee or protected-series manager of another protected series.
(3) A transferee of the company.
5. An associated member of a protected series of a series limited liability company has the same rights as any other member of
the company to vote on or consent to an amendment to the company’s operating agreement or any other matter being decided by
the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.
489.14305 Right of person not associated member of protected series to information concerning protected series.
1. A member of a series limited liability company which is not an associated member of a protected series of the company has
a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions
that a member that is not a manager of a manager-managed limited liability company has a right to information concerning the
company under section 489.410, subsection 2.
2. A person formerly an associated member of a protected series has a right to information concerning the protected series to
the same extent, in the same manner, and under the same conditions that a person dissociated as a member of a manager-managed
limited liability company has a right to information concerning the company under section 489.410, subsection 3.
3. If an associated member of a protected series dies, the legal representative of the deceased associated member has a right
to information concerning the protected series to the same extent, in the same manner, and under the same conditions that
the legal representative of a deceased member of a limited liability company has a right to information concerning the company
under section 489.504.
4. A protected-series manager of a protected series has a right to information concerning the protected series to the same extent,
in the same manner, and under the same conditions that a manager of a manager-managed limited liability company has a right
to information concerning the company under section 489.410, subsection 2.
489.14306 through 489.14400 Reserved.
PART 4LIMITATION ON LIABILITY AND ENFORCEMENT OF CLAIMS
489.14401 Limitations on liability.
1. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability
of any of the following: a. A protected series of a series limited liability company solely by reason of being or acting as any of the following: (1) An associated member, protected-series manager, or protected-series transferee of the protected series.
(2) A member, manager, or a transferee of the company.
b. A series limited liability company solely by reason of being or acting as an associated member, protected-series manager,
or protected-series transferee of a protected series of the company.
2. Subject to section 489.14404, all of the following rules apply: a. A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability
of the company.
b. A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected
series.
c. A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt,
obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected
series of the company or the company for any of the following: (1) Being or acting as a protected-series manager of the protected series.
(2) Having the protected series manage the company.
(3) Owning a protected-series transferable interest of the protected series.
d. A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or
otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by
reason of any of the following: (1) Being a protected series of the company.
(2) Being or acting as a manager of the company or a protected-series manager of another protected series of the company.
(3) Having the company or another protected series of the company be or act as a protected-series manager of the protected series.
489.14402 Claim seeking to disregard limitation of liability.
1. Except as otherwise provided in subsection 2, a claim seeking to disregard a limitation in section 489.14401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person
liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series
limited liability company were a limited liability company formed separately from the series limited liability company and
distinct from the series limited liability company and any other protected series of the series limited liability company.
2. The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers
or management of its activities and affairs is not a ground to disregard a limitation in section 489.14401, subsection 1, but may be a ground to disregard a limitation in section 489.14401, subsection 2.
3. This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company
or foreign protected series and comparable to a limitation stated in section 489.14401, if any of the following apply: a. The claimant is a resident of this state or doing business or authorized to do business in this state.
b. The claim is to establish or enforce a liability arising under law of this state other than this article or from an act or omission in this state.
489.14403 Remedies of judgment creditor of associated member or protected-series transferee.
1. An associated member or protected-series transferee of a protected series.
2. A series limited liability company, to the extent the company owns a protected-series transferable interest of a protected
series.
489.14404 Enforcement against nonassociated asset.
1. As used in this section: a. “Enforcement date” means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected
series in an action seeking to enforce under this section a claim against an asset of the company or protected series by attachment, levy, or the like.
b. Subject to section 489.14608, subsection 2, “incurrence date” means the date on which a series limited liability company or protected series incurred the liability giving rise to a claim
that a claimant seeks to enforce under this section.
2. If a claim against a series limited liability company or a protected series of the company has been reduced to judgment, in
addition to any other remedy provided by law or equity, the judgment may be enforced in accordance with the following rules: a. A judgment against the company may be enforced against an asset of a protected series of the company if any of the following
applies: (1) The asset was a nonassociated asset of the protected series on the incurrence date.
(2) The asset is a nonassociated asset of the protected series on the enforcement date.
b. A judgment against a protected series may be enforced against an asset of the company if any of the following apply: (1) The asset was a nonassociated asset of the company on the incurrence date.
(2) The asset is a nonassociated asset of the company on the enforcement date.
c. A judgment against a protected series may be enforced against an asset of another protected series of the company if any of
the following applies: (1) The asset was a nonassociated asset of the other protected series on the incurrence date.
(2) The asset is a nonassociated asset of the other protected series on the enforcement date.
3. In addition to any other remedy provided by law or equity, if a claim against a series limited liability company or a protected
series has not been reduced to a judgment and law other than this article permits a prejudgment remedy by attachment, levy, or the like, the court may apply subsection 2 as a prejudgment remedy.
4. In a proceeding under this section, the party asserting that an asset is or was an associated asset of a series limited liability company or a protected series
of the company has the burden of proof on the issue.
5. This section applies to an asset of a foreign series limited liability company or foreign protected series if all of the following applies: a. The asset is real or tangible property located in this state.
b. The claimant is a resident of this state or doing business or authorized to do business in this state, or the claim under
section 489.14404 is to enforce a judgment, or to seek a prejudgment remedy, pertaining to a liability arising from law of this state other
than this article or an act or omission in this state.
c. The asset is not identified in the records of the foreign series limited liability company or foreign protected series in
a manner comparable to the manner required by section 489.14301.
489.14405 through 489.14500 Reserved.
PART 5DISSOLUTION AND WINDING UP OF PROTECTED SERIES
489.14501 Events causing dissolution of protected series.
A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only
on any of the following:
1. Dissolution of the company.
2. Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series.
3. Affirmative vote or consent of all members.
4. Entry by the court of an order dissolving the protected series on application by an associated member or protected-series
manager of the protected series subject to all of the following:
b. To the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability
company on application by a member or manager of the company.
5. Entry by the court of an order dissolving the protected series on application by the company or a member of the company on
the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal.
489.14502 Winding up dissolved protected series.
1. Subject to subsections 2 and 3 and in accordance with section 489.14108 all of the following apply: a. A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company
winds up its activities and affairs under sections 489.702 through 489.704 subject to the same requirements and conditions and with the same effects.
b. Judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent,
in the same manner, under the same conditions, and with the same effects that apply under section 489.702, subsection 5.
2. When a protected series of a series limited liability company dissolves, the company may deliver to the secretary of state
for filing a statement of protected series dissolution stating the name of the company and the protected series and that the
protected series is dissolved. The filing of the statement by the secretary of state has the same effect as the filing by
the secretary of state of a statement of dissolution under section 489.103, subsection 4, paragraph “b”, subparagraph (1).
3. When a protected series of a series limited liability company has completed winding up, the company may deliver to the secretary
of state for filing a statement of designation cancellation stating the name of the company and the protected series and that
the protected series is terminated. The filing of the statement by the secretary of state has the same effect as the filing
by the secretary of state of a statement of termination under section 489.103, subsection 4, paragraph “b”, subparagraph (2).
4. A series limited liability company has not completed its winding up until each of the protected series of the company has
completed its winding up.
489.14503 Effect of reinstatement of series limited liability company or revocation of voluntary dissolution.
If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability
company that voluntarily dissolved rescinds its dissolution both of the following apply:
1. Each protected series of the company ceases winding up.
489.14504 through 489.14600 Reserved.
PART 6ENTITY TRANSACTIONS RESTRICTED
As used in this part:
1. “After a merger” or “after the merger” means when a merger under section 489.14604 becomes effective and afterwards.
2. “Before a merger” or “before the merger” means before a merger under section 489.14604 becomes effective.
3. “Continuing protected series” means a protected series of a surviving company which continues in uninterrupted existence after a merger under section 489.14604.
4. “Merging company” means a limited liability company that is party to a merger under section 489.14604.
5. “Nonsurviving company” means a merging company that does not continue in existence after a merger under section 489.14604.
6. “Relocated protected series” means a protected series of a nonsurviving company which, after a merger under section 489.14604, continues in uninterrupted existence as a protected series of the surviving company.
7. “Surviving company” means a merging company that continues in existence after a merger under section 489.14604.
489.14602 Protected series shall not be party to entity transaction.
A protected series shall not do any of the following:
1. Be an acquiring, acquired, converting, converted, merging, or surviving entity.
2. Participate in a domestication.
3. Be a party to or be formed, organized, established, or created in a transaction substantially like a merger, interest exchange,
conversion, or domestication.
489.14603 Restriction on entity transaction involving protected series.
A series limited liability company shall not be any of the following:
1. An acquiring, acquired, converting, converted, domesticating, or domesticated entity.
2. Except as otherwise provided in section 489.14604, a party to or the surviving company of a merger.
489.14604 Merger authorized — parties restricted.
1. Each other party to the merger is a limited liability company.
2. The surviving company is not created in the merger.
489.14605 Plan of merger.
In a merger under
section 489.14604, the plan of merger must do all of the following:
2. State in a record all of the following: a. For any protected series of a nonsurviving company, whether after the merger the protected series will be a relocated protected
series or be dissolved, wound up, and terminated.
b. For any protected series of the surviving company which exists before the merger, whether after the merger the protected series
will be a continuing protected series or be dissolved, wound up, and terminated.
c. For each relocated protected series or continuing protected series all of the following: (1) The name of any person that becomes an associated member or protected-series transferee of the protected series after the
merger, any consideration to be paid by, on behalf of, or in respect of the person, the name of the payor, and the name of
the payee.
(2) The name of any person whose rights or obligations in the person’s capacity as an associated member or protected-series transferee
will change after the merger.
(3) Any consideration to be paid to a person who before the merger was an associated member or protected-series transferee of
the protected series and the name of the payor.
(4) If after the merger the protected series will be a relocated protected series, its new name.
d. For any protected series to be established by the surviving company as a result of the merger all of the following: (1) The name of the protected series.
(2) Any protected-series transferable interest to be owned by the surviving company when the protected series is established.
(3) The name of and any protected-series transferable interest owned by any person that will be an associated member of the protected
series when the protected series is established.
e. For any person that is an associated member of a relocated protected series and will remain a member after the merger, any
amendment to the operating agreement of the surviving company which is all of the following: (1) Is or is proposed to be in a record.
(2) Is necessary or appropriate to state the rights and obligations of the person as a member of the surviving company.
489.14606 Articles of merger.
In a merger under
section 489.14604, the articles of merger must do all of the following:
2. Include as an attachment the following records, each to become effective when the merger becomes effective upon any of the
following: a. For a protected series of a merging company being terminated as a result of the merger, a statement of termination signed
by the company.
b. For a protected series of a nonsurviving company which after the merger will be a relocated protected series all of the following: (1) A statement of relocation signed by the nonsurviving company which contains the name of the company and the name of the protected
series before and after the merger.
(2) A statement of protected series designation signed by the surviving company.
c. For a protected series being established by the surviving company as a result of the merger, a protected series designation
signed by the company.
489.14607 Effect of merger.
1. As provided in the plan of merger, each protected series of each merging company which was established before the merger is
any of the following: a. Is a relocated protected series or continuing protected series.
b. Is dissolved, wound up, and terminated.
2. Any protected series to be established as a result of the merger is established.
3. Any relocated protected series or continuing protected series is the same person without interruption as it was before the
merger.
4. All property of a relocated protected series or continuing protected series continues to be vested in the protected series
without transfer, reversion, or impairment.
5. All debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts,
obligations, and other liabilities of the protected series.
6. Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of
a relocated protected series or continuing protected series remain in the protected series.
7. The new name of a relocated protected series may be substituted for the former name of the protected series in any pending
action or proceeding.
8. If provided in the plan of merger all of the following apply: a. A person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected
series.
b. A person becomes an associated member of a protected series established by the surviving company as a result of the merger.
c. Any change in the rights or obligations of a person in the person’s capacity as an associated member or protected-series transferee
of a relocated protected series or continuing protected series take effect.
d. Any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of
a relocated protected series or continuing protected series is due.
9. Any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.
489.14608 Application of section 489.14404 after merger.
1. A creditor’s right that existed under section 489.14404 immediately before a merger under section 489.14604 may be enforced after the merger in accordance with all of the following: a. A creditor’s right that existed immediately before the merger against the surviving company, a continuing protected series,
or a relocated protected series continues without change after the merger.
b. A creditor’s right that existed immediately before the merger against a nonsurviving company all of the following apply: (1) May be asserted against an asset of the nonsurviving company which vested in the surviving company as a result of the merger.
(2) Does not otherwise change.
c. Subject to subsection 2, all of the following apply: (1) In addition to the remedy stated in paragraph “a”, a creditor with a right under section 489.14404 which existed immediately before the merger against a nonsurviving company or a relocated protected series may assert the
right against any of the following: (a) An asset of the surviving company, other than an asset of the nonsurviving company which vested in the surviving company as
a result of the merger.
(b) An asset of a continuing protected series.
(c) An asset of a protected series established by the surviving company as a result of the merger.
(d) If the creditor’s right was against an asset of the nonsurviving company, an asset of a relocated series.
(e) If the creditor’s right was against an asset of a relocated protected series, an asset of another relocated protected series.
(2) In addition to the remedy stated in paragraph “b”, a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected
series may assert the right against any of the following: (a) An asset of a relocated protected series.
(b) An asset of a nonsurviving company which vested in the surviving company as a result of the merger.
2. For the purposes of subsection 1, paragraph “c”, and section 489.14404, subsection 2, paragraph “a”, subparagraph (1); section 489.14404, subsection 2, paragraph “b”, subparagraph (1); and section 489.14404, subsection 2, paragraph “c”, subparagraph (1), the incurrence date is deemed to be the date on which the merger becomes effective.
489.14609 through 489.14700 Reserved.
PART 7FOREIGN PROTECTED SERIES
The law of the jurisdiction of formation of a foreign series limited liability company governs all of the following:
1. The internal affairs of a foreign protected series of the company, including all of the following: a. Relations among any associated members of the foreign protected series.
b. Relations between the foreign protected series and any of the following: (1) Any associated member.
(2) The protected-series manager.
(3) Any protected-series transferee.
c. Relations between any associated member and any of the following: (1) The protected-series manager.
(2) Any protected-series transferee.
d. The rights and duties of a protected-series manager.
e. Governance decisions affecting the activities and affairs of the foreign protected series and the conduct of those activities
and affairs.
f. Procedures and conditions for becoming an associated member or protected-series transferee.
2. Relations between the foreign protected series and all of the following: a. The company.
b. Another foreign protected series of the company.
c. A member of the company which is not an associated member of the foreign protected series.
d. A foreign protected-series manager that is not a protected-series manager of the protected series.
e. A foreign protected-series transferee that is not a foreign protected-series transferee of the protected series.
f. A transferee of a transferable interest of the company.
3. Except as otherwise provided in sections 489.14402 and 489.14404, the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign series limited
liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as any
of the following: a. An associated member, protected-series transferee, or protected-series manager of the foreign protected series.
b. A member of the company which is not an associated member of the foreign protected series.
c. A protected-series manager of another foreign protected series of the company.
d. A protected-series transferee of another foreign protected series of the company.
e. A manager of the company.
f. A transferee of a transferable interest of the company.
4. Except as otherwise provided in sections 489.14402 and 489.14404 all of the following apply: a. The liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected
series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being
a foreign protected series of the company or the company as a consequence of any of the following: (1) Being or acting as a foreign protected-series manager of the foreign protected series.
(2) Having the foreign protected series manage the company.
(3) Owning a protected-series transferable interest of the foreign protected series.
b. The liability of a foreign protected series for a debt, obligation, or other liability of the company or another foreign protected
series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series as
a consequence of any of the following: (1) Being a foreign protected series of the company or having the company or another foreign protected series of the company be
or act as foreign protected-series manager of the foreign protected series.
(2) Managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.
489.14702 No attribution of activities constituting doing business or for establishing jurisdiction.
In determining whether a foreign series limited liability company or foreign protected series of the company does business
in this state or is subject to the personal jurisdiction of the courts of this state all of the following apply:
1. The activities and affairs of the company are not attributable to a foreign protected series of the company solely by reason
of the foreign protected series being a foreign protected series of the company.
2. The activities and affairs of a foreign protected series are not attributable to the company or another foreign protected
series of the company solely by reason of the foreign protected series being a foreign protected series of the company.
489.14703 Authorization of foreign protected series.
1. Except as otherwise provided in this section and subject to sections 489.14402 and 489.14404, the law of this state governing the filing of a certificate of authority of a foreign limited liability company to do business
in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign
series limited liability company as if the foreign protected series were a foreign limited liability company formed separately
from the foreign series limited liability company and distinct from the foreign series limited liability company and any other
foreign protected series of the foreign series limited liability company.
2. An application by a foreign protected series of a foreign series limited liability company for a certificate of authority
to do business in this state must include all of the following: a. The name and jurisdiction of formation of the foreign series limited liability company.
b. If the company has other foreign protected series, the name and street and mailing address of an individual who knows the
name and street and mailing address of all of the following: (1) Each other foreign protected series of the foreign series limited liability company.
(2) The foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign
series limited liability company.
2A. If the jurisdiction under whose law the foreign protected series was organized does not provide for the protected series to
obtain a certificate of existence, the foreign protected series shall attach a certificate of existence for the series limited
liability company of which it is a protected series. In that case, a foreign protected series of the foreign series limited
liability company will be deemed to be in existence and good standing as long as the series limited liability company is in
existence and good standing.
3. The name of a foreign protected series applying for a certificate of authority or authorized to do business in this state
must comply with section 489.14202 and may do so using a fictitious name pursuant to section 489.108, if the fictitious name complies with section 489.14202.
4. A foreign protected series that has in effect a certificate of authority pursuant to this section shall file with the secretary of state an amendment to its application if there is any change in the information required
by subsection 2.
489.14704 Disclosure required when foreign series limited liability company or foreign protected series party to proceeding.
1. Not later than thirty days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal
of or located in this state or a tribunal of the United States located in this state all of the following apply: a. A foreign series limited liability company shall disclose to each other party the name and street and mailing address of all
of the following: (1) Each foreign protected series of the company.
(2) Each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of
the company.
b. A foreign protected series of a foreign series limited liability company shall disclose to each other party the name and street
and mailing address of all of the following: (1) The company and each manager of the company and an agent for service of process for the company.
(2) Any other foreign protected series of the company and each foreign protected-series manager of and an agent for service of
process for the other foreign protected series.
2. If a foreign series limited liability company or foreign protected series challenges the personal jurisdiction of the tribunal,
the requirement that the foreign company or foreign protected series make disclosure under subsection 1 is tolled until the tribunal determines whether it has personal jurisdiction.
3. If a foreign series limited liability company or foreign protected series does not comply with subsection 1, a party to the proceeding may do any of the following: a. Request the tribunal to treat the noncompliance as a failure to comply with the tribunal’s discovery rules.
b. Bring a separate proceeding in the court to enforce subsection 1.
489.14705 through 489.14800 Reserved.
PART 8TRANSITION PROVISIONS
489.14801 Uniformity of application and construction.
In applying and construing
this article, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states
that enact the uniform protected series Act as approved and recommended by the national conference of commissioners on uniform
state laws.
489.14802 Reserved.
489.14804 Savings clause.
This article does not affect an action commenced, proceeding brought, or right accrued before July 1, 2020.