House
File
655
-
Enrolled
House
File
655
AN
ACT
PROVIDING
FOR
BUSINESS
ORGANIZATIONS,
INCLUDING
LIMITED
LIABILITY
COMPANIES,
PROVIDING
PENALTIES,
AND
INCLUDING
EFFECTIVE
DATE
PROVISIONS.
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
DIVISION
I
LIMITED
LIABILITY
COMPANIES
Section
1.
Section
489.101,
Code
2023,
is
amended
to
read
as
follows:
489.101
Short
title.
1.
This
chapter
may
be
cited
as
the
“Revised
Uniform
“Uniform
Limited
Liability
Company
Act”
.
2.
In
addition,
article
14
subchapter
XIV
of
this
chapter
may
be
cited
as
provided
in
section
489.14101
.
Sec.
2.
Section
489.102,
Code
2023,
is
amended
to
read
as
follows:
489.102
Definitions.
As
used
in
this
chapter
,
unless
the
context
otherwise
requires
:
House
File
655,
p.
2
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.
2.
“Contribution”
,
except
in
the
phrase
“right
of
contribution”
,
means
property
or
a
benefit
described
in
section
489.402
which
is
provided
by
a
person
to
a
limited
liability
company
to
become
a
member
or
in
the
person’s
capacity
as
a
member.
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
comparable
order
under
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
hand,
mail,
commercial
delivery,
and
if
authorized
in
accordance
with
section
489.120,
by
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
a
person
on
account
of
a
transferable
interest
or
in
the
person’s
capacity
as
a
member
.
a.
“Distribution”
includes
all
of
the
following:
(1)
A
redemption
or
other
purchase
by
a
limited
liability
company
of
a
transferable
interest.
House
File
655,
p.
3
(2)
A
transfer
to
a
member
in
return
for
the
member’s
relinquishment
of
any
right
to
participate
as
a
member
in
the
management
or
conduct
of
the
limited
liability
company’s
activities
and
affairs
or
to
have
access
to
records
or
other
information
concerning
the
company’s
activities
and
affairs.
b.
“Distribution”
does
not
include
amounts
constituting
reasonable
compensation
for
present
or
past
service
or
payments
made
in
the
ordinary
course
of
business
under
a
bona
fide
retirement
plan
or
other
bona
fide
benefits
program.
6.
“Domestic
cooperative”
means
an
entity
organized
on
a
cooperative
basis
under
chapter
497
,
498
,
or
499
,
a
cooperative
organized
under
chapter
499A
,
or
a
cooperative
organized
under
chapter
501
or
501A
.
7.
“Effective”
,
with
respect
to
a
record
required
or
permitted
to
be
delivered
to
the
secretary
of
state
for
filing
under
this
chapter
,
means
effective
under
section
489.205,
subsection
3
.
7.
“Electronic”
means
relating
to
technology
having
electrical,
digital,
magnetic,
wireless,
optical,
electromagnetic,
or
similar
capabilities.
8.
“Electronic
transmission”
or
“electronically
transmitted”
means
any
form
or
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.
or
another
tangible
medium
that
is
all
of
the
following:
a.
Suitable
for
the
retention,
retrieval,
and
reproduction
of
information
by
the
recipient.
b.
Retrievable
in
paper
form
by
the
recipient
through
an
automated
process
used
in
conventional
commercial
practice.
9.
“Filing
entity”
means
an
unincorporated
entity,
other
than
a
limited
liability
partnership,
that
is
of
a
type
that
is
created
by
filing
a
public
organic
record
or
is
required
to
file
a
public
organic
record
that
evidences
its
creation.
9.
10.
“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
which
would
be
a
limited
liability
company
if
formed
under
the
law
of
this
state
.
House
File
655,
p.
4
11.
“Jurisdiction”
,
used
to
refer
to
a
political
entity,
means
the
United
States,
a
state,
a
foreign
country,
or
a
political
subdivision
of
a
foreign
country.
12.
“Jurisdiction
of
formation”
means
the
jurisdiction
whose
law
governs
the
internal
affairs
of
an
entity.
10.
13.
“Limited
liability
company”
,
except
in
the
phrase
“foreign
limited
liability
company”
,
and
in
subchapter
X
means
an
entity
formed
under
this
chapter
or
which
becomes
subject
to
this
chapter
under
subchapter
X
or
section
489.110
.
11.
14.
“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
.
12.
15.
“Manager-managed
limited
liability
company”
means
a
limited
liability
company
that
qualifies
under
section
489.407,
subsection
1
.
13.
16.
“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
.
for
whom
all
of
the
following
are
true:
a.
The
person
has
become
a
member
of
a
limited
liability
company
under
section
489.401
or
was
a
member
in
a
limited
liability
company
when
the
company
became
subject
to
this
chapter
under
section
489.110.
b.
The
person
is
not
dissociated
under
section
489.602.
14.
17.
“Member-managed
limited
liability
company”
means
a
limited
liability
company
that
is
not
a
manager-managed
limited
liability
company.
18.
“Nonfiling
entity”
means
an
unincorporated
entity
that
is
of
a
type
that
is
not
created
by
filing
a
public
organic
record.
15.
19.
“Operating
agreement”
means
the
agreement,
whether
or
not
referred
to
as
an
operating
agreement
and
whether
oral,
implied,
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.
House
File
655,
p.
5
16.
20.
“Organizer”
means
a
person
that
acts
under
section
489.201
to
form
a
limited
liability
company.
17.
21.
a.
“Person”
means
an
individual,
business
corporation,
business
trust,
estate,
trust,
nonprofit
corporation,
partnership,
limited
partnership,
limited
liability
company,
domestic
cooperative,
unincorporated
nonprofit
association,
statutory
trust,
business
trust,
common-law
business
trust,
estate,
trust,
association,
joint
venture,
public
corporation,
government
or
governmental
subdivision,
agency,
or
instrumentality,
or
any
other
legal
or
commercial
entity.
b.
“Person”
includes
a
protected
series,
however
denominated,
of
an
entity
if
the
protected
series
is
established
under
law
that
limits,
or
limits
if
conditions
specified
under
law
are
satisfied,
the
ability
of
a
creditor
of
the
entity
or
of
any
other
protected
series
of
the
entity
to
satisfy
a
claim
from
assets
of
the
protected
series.
18.
22.
“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.
23.
“Property”
means
all
property,
whether
real,
personal,
or
mixed
or
tangible
or
intangible,
or
any
right
or
interest
therein.
19.
24.
“Record”
,
used
as
a
noun,
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
.
25.
“Registered
agent”
means
an
agent
of
a
limited
liability
company
or
foreign
limited
liability
company
which
is
authorized
to
receive
service
of
any
process,
notice,
or
demand
required
or
permitted
by
law
to
be
served
on
the
company.
26.
“Registered
foreign
limited
liability
company”
means
a
foreign
limited
liability
company
that
is
registered
to
do
business
in
this
state
pursuant
to
a
statement
of
registration
filed
by
the
secretary
of
state.
House
File
655,
p.
6
21.
27.
“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.
28.
“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.
29.
“Transfer”
includes
an
assignment,
conveyance,
deed,
bill
of
sale,
lease,
mortgage,
security
interest,
encumbrance,
gift,
or
transfer
by
operation
of
law.
any
of
the
following:
a.
An
assignment.
b.
A
conveyance.
c.
A
sale.
d.
A
lease.
e.
An
encumbrance,
including
a
mortgage
or
security
interest.
f.
A
gift.
g.
A
transfer
by
operation
of
law.
24.
30.
a.
“Transferable
interest”
means
the
right,
as
originally
associated
with
initially
owned
by
a
person
in
the
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.
b.
“Transferable
interest”
applies
to
any
fraction
of
the
interest,
by
whomever
owned.
25.
31.
a.
“Transferee”
means
a
person
to
which
all
or
part
of
a
transferable
interest
has
been
transferred,
whether
or
not
the
transferor
is
a
member.
b.
“Transferee”
includes
a
person
that
owns
a
transferable
interest
under
section
489.603,
subsection
1,
paragraph
“c”
.
Sec.
3.
Section
489.103,
Code
2023,
is
amended
to
read
as
follows:
489.103
Knowledge
——
notice.
1.
A
person
knows
a
fact
when
if
the
person
has
or
is
any
of
the
following:
House
File
655,
p.
7
a.
Has
actual
knowledge
of
it.
b.
Is
deemed
to
know
it
under
subsection
4
,
paragraph
“a”
,
or
law
other
than
this
chapter
.
2.
A
person
has
notice
of
a
fact
when
if
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
Subject
to
section
489.210,
subsection
6,
a
person
notifies
another
person
of
a
fact
by
taking
steps
reasonably
required
to
inform
the
other
person
in
ordinary
course,
whether
or
not
those
steps
cause
the
other
person
knows
to
know
the
fact.
4.
A
person
that
is
not
a
member
is
deemed
both
all
of
the
following:
a.
To
know
of
a
limitation
on
authority
to
transfer
real
property
as
provided
in
section
489.302,
subsection
7
.
b.
To
have
notice
of
all
of
the
following
regarding
a
limited
liability
company’s
:
(1)
Dissolution,
The
limited
liability
company’s
dissolution,
ninety
days
after
a
statement
of
dissolution
under
section
489.702,
subsection
2
,
paragraph
“b”
,
subparagraph
(1),
becomes
effective.
(2)
Termination,
The
limited
liability
company’s
termination,
ninety
days
after
a
statement
of
termination
under
section
489.702,
subsection
2
,
paragraph
“b”
,
subparagraph
(6),
becomes
effective.
(3)
Merger,
The
limited
liability
company’s
participation
in
a
merger,
interest
exchange,
conversion,
or
domestication,
ninety
days
after
articles
of
merger,
interest
exchange,
conversion,
or
domestication
under
article
10
subchapter
X
become
effective.
Sec.
4.
Section
489.104,
Code
2023,
is
amended
to
read
as
follows:
489.104
Nature,
purpose,
and
duration
of
limited
liability
company.
1.
A
limited
liability
company
is
an
entity
distinct
from
its
member
or
members.
House
File
655,
p.
8
2.
A
limited
liability
company
may
have
any
lawful
purpose,
regardless
of
whether
for
profit.
3.
A
limited
liability
company
has
perpetual
duration.
Sec.
5.
Section
489.105,
Code
2023,
is
amended
to
read
as
follows:
489.105
Powers.
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
and
affairs
.
2.
Until
a
limited
liability
company
has
or
has
had
at
least
one
member,
the
limited
liability
company
lacks
the
capacity
to
do
any
act
or
carry
on
any
activity
except
all
of
the
following:
a.
Delivering
to
the
secretary
of
state
for
filing
a
statement
of
change
under
section
489.114
,
an
amendment
to
the
certificate
under
section
489.202
,
a
statement
of
correction
under
section
489.206
,
a
biennial
report
under
section
489.209
,
a
statement
of
withdrawal
or
a
statement
of
rescission
under
section
489.701A
,
or
a
statement
of
termination
under
section
489.702,
subsection
2
,
paragraph
“b”
,
subparagraph
(6).
b.
Admitting
a
member
under
section
489.401
.
c.
Dissolving
under
section
489.701
.
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
.
Sec.
6.
Section
489.106,
Code
2023,
is
amended
to
read
as
follows:
489.106
Governing
law.
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,
a
debt,
obligation,
or
other
liabilities
liability
of
a
limited
liability
company.
Sec.
7.
Section
489.108,
Code
2023,
is
amended
to
read
as
follows:
489.108
Name
Permitted
names
.
1.
The
name
of
a
limited
liability
company
must
contain
the
words
phrase
“limited
liability
company”
or
“limited
House
File
655,
p.
9
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
Except
as
otherwise
provided
in
subsection
3
,
the
name
of
a
limited
liability
company
,
and
the
name
under
which
a
foreign
limited
liability
company
may
register
to
do
business
in
this
state,
must
be
distinguishable
in
on
the
records
of
the
secretary
of
state
from
all
any
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.
b.
Each
name
reserved
under
section
489.109
.
a.
The
name
of
an
existing
person
whose
formation
required
the
filing
of
a
record
by
the
secretary
of
state
and
which
is
not
at
the
time
administratively
dissolved,
or
if
such
person
has
been
administratively
dissolved,
within
five
years
of
the
effective
date
of
dissolution.
b.
The
name
of
a
limited
liability
partnership
whose
statement
of
qualification
is
in
effect.
c.
The
name
under
which
a
person
is
registered
to
do
business
in
this
state
by
the
filing
of
a
record
by
the
secretary
of
state.
d.
The
name
reserved
under
section
489.109
or
other
law
of
this
state
providing
for
the
reservation
of
a
name
by
the
filing
of
a
record
by
the
secretary
of
state.
e.
The
name
registered
under
section
489.114
or
other
law
of
this
state
providing
for
the
registration
of
a
name
by
the
filing
of
a
record
by
the
secretary
of
state.
f.
The
name
registered
with
the
secretary
of
state
as
a
fictitious
name.
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:
If
a
person
consents
in
a
record
to
the
use
of
its
name
and
submits
an
undertaking
in
a
form
satisfactory
to
the
secretary
of
state
to
change
its
name
to
a
name
that
is
distinguishable
on
the
records
of
the
secretary
of
state
from
any
name
in
any
category
House
File
655,
p.
10
of
names
in
subsection
2,
the
name
of
the
consenting
person
may
be
used
by
the
person
to
which
the
consent
was
given.
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:
In
determining
whether
a
name
is
the
same
as
or
not
distinguishable
on
the
records
of
the
secretary
of
state
from
the
name
of
another
person,
words,
phrases,
or
abbreviations
indicating
a
type
of
person,
such
as
“corporation”,
“corp.”,
“incorporated”,
“Inc.”,
“professional
corporation”,
“P.C.”,
“PC”,
“professional
association”,
“P.A.”,
“PA”,
“Limited”,
“Ltd.”,
“limited
partnership”,
“L.P.”,
“LP”,
“limited
liability
partnership”,
“L.L.P.”,
“LLP”,
“registered
limited
liability
partnership”,
“R.L.L.P.”,
“RLLP”,
“limited
liability
limited
partnership”,
“L.L.L.P.”,
“LLLP”,
“registered
limited
liability
limited
partnership”,
“R.L.L.L.P.”,
“RLLLP”,
“limited
liability
company”,
“L.L.C.”,
“LLC”,
“cooperative”,
“coop”,
or
“CP”
shall
not
be
taken
into
account.
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
House
File
655,
p.
11
managers
if
it
is
manager-managed,
adopting
the
fictitious
name.
The
name
of
a
limited
liability
company
or
foreign
limited
liability
company
shall
not
contain
words
that
may
be
used
only
with
approval
by
another
state
department
or
state
agency
unless
the
company
obtains
the
approval
of
such
other
state
department
or
agency
and
delivers
to
the
secretary
of
state
for
filing
a
record
certifying
such
approval.
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.
A
limited
liability
company
or
foreign
limited
liability
company
may
use
a
name
that
is
not
distinguishable
from
a
name
described
in
subsection
2,
paragraphs
“a”
through
“f”
,
if
the
company
delivers
to
the
secretary
of
state
a
certified
copy
of
a
final
judgment
of
a
court
of
competent
jurisdiction
establishing
the
right
of
the
company
to
use
the
name
in
this
state.
7.
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.
8.
This
subchapter
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.
Sec.
8.
Section
489.109,
Code
2023,
is
amended
to
read
as
follows:
489.109
Reservation
of
name.
1.
A
person
may
reserve
the
exclusive
use
of
the
a
name
House
File
655,
p.
12
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
that
complies
with
section
489.112
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
the
secretary
of
state
shall
reserve
the
name
for
the
applicant’s
exclusive
use
for
a
one-hundred-twenty-day
period
one
hundred
and
twenty
days
.
2.
The
owner
of
a
reserved
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
in
a
record
of
the
transfer
which
states
the
name
and
address
of
the
transferee
person
to
which
the
reservation
is
being
transferred
.
Sec.
9.
Section
489.110,
Code
2023,
is
amended
to
read
as
follows:
489.110
Operating
agreement
——
scope,
function,
and
limitations.
1.
Except
as
otherwise
provided
in
subsections
2
3
and
3
4
,
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
and
affairs
of
the
company
and
the
conduct
of
those
activities
and
affairs
.
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
the
law
applicable
under
section
489.104
.
b.
Vary
the
law
applicable
under
section
489.106
a
limited
House
File
655,
p.
13
liability
company’s
capacity
under
section
489.109
to
sue
and
be
sued
in
its
own
name
.
c.
Vary
the
power
of
the
court
under
section
489.204
.
any
requirement,
procedure,
or
other
provision
of
this
chapter
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
chapter.
d.
Subject
to
subsections
4
through
7
,
eliminate
the
duty
of
loyalty,
the
duty
of
care,
or
any
other
fiduciary
duty
Vary
the
provisions
of
section
489.204
.
e.
Subject
to
subsections
4
through
7
,
eliminate
the
contractual
obligation
of
good
faith
and
fair
dealing
under
section
489.409,
subsection
4
Alter
or
eliminate
the
duty
of
loyalty
or
the
duty
of
care,
except
as
otherwise
provided
in
subsection
4
.
f.
Unreasonably
restrict
the
duties
and
rights
stated
in
section
489.410
Eliminate
the
contractual
obligation
of
good
faith
and
fair
dealing
under
section
489.409,
subsection
4,
but
the
operating
agreement
may
prescribe
the
standards,
if
not
manifestly
unreasonable,
by
which
the
performance
of
the
obligation
is
to
be
measured
.
g.
Vary
the
power
of
a
court
to
decree
dissolution
in
the
circumstances
specified
in
section
489.701,
subsection
1
,
paragraphs
“d”
and
“e”
Relieve
or
exonerate
a
person
from
liability
for
conduct
except
as
provided
in
subsection
6
.
h.
Vary
the
requirement
to
wind
up
a
limited
liability
company’s
business
as
specified
in
section
489.702,
subsection
1
,
and
section
489.702,
subsection
2
,
paragraph
“a”
Unreasonably
restrict
the
duties
and
rights
under
section
489.410,
but
the
operating
agreement
may
impose
reasonable
restrictions
on
the
availability
and
use
of
information
obtained
under
that
section
and
may
define
appropriate
remedies,
including
liquidated
damages,
for
a
breach
of
any
reasonable
restriction
on
use
.
i.
Unreasonably
restrict
the
right
of
a
member
to
maintain
an
action
under
article
9
Vary
the
causes
of
dissolution
specified
in
section
489.701,
subsection
1,
paragraph
“d”
.
House
File
655,
p.
14
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
Vary
the
requirement
to
wind
up
the
limited
liability
company’s
activities
and
affairs
as
specified
in
section
489.702,
subsection
1;
subsection
2,
paragraph
“a”
;
and
subsection
5
.
k.
Except
as
otherwise
provided
in
section
489.112,
subsection
2
,
restrict
the
rights
under
this
chapter
of
a
person
other
than
a
member
or
manager
Unreasonably
restrict
the
right
of
a
member
to
maintain
an
action
under
subchapter
VIII
.
l.
Vary
the
provisions
of
section
489.805A,
but
the
operating
agreement
may
provide
that
the
limited
liability
company
shall
not
have
a
special
litigation
committee.
m.
Vary
the
right
of
a
member
to
approve
a
merger,
interest
exchange,
conversion,
or
domestication
under
section
489.1023,
subsection
1,
paragraph
“b”
;
section
489.1033,
subsection
1,
paragraph
“b”
;
section
489.1043,
subsection
1,
paragraph
“b”
;
or
section
489.1053,
subsection
1,
paragraph
“b”
.
n.
Vary
the
required
contents
of
a
plan
of
merger
under
section
489.1022,
subsection
1;
plan
of
interest
exchange
under
section
489.1032,
subsection
1;
plan
of
conversion
under
section
489.1042,
subsection
1;
or
plan
of
domestication
under
section
489.1052,
subsection
1.
o.
Except
as
otherwise
provided
in
sections
489.111
and
489.112,
subsection
2,
restrict
the
rights
under
this
chapter
of
a
person
other
than
a
member
or
manager.
4.
If
not
manifestly
unreasonable,
the
operating
agreement
may
do
any
of
the
following:
Subject
to
subsection
3,
paragraph
“g”
,
without
limiting
other
terms
that
may
be
included
in
an
operating
agreement,
all
the
following
rules
apply:
a.
Restrict
or
eliminate
the
duty
to
do
any
The
operating
agreement
may
do
all
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
House
File
655,
p.
15
of
a
limited
liability
company
opportunity
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
.
(2)
As
required
in
section
489.409,
subsection
2
,
paragraph
“b”
,
and
section
489.409,
subsection
8
,
to
refrain
from
dealing
with
the
company
in
the
conduct
or
winding
up
of
the
company’s
business
as
or
on
behalf
of
a
party
having
an
interest
adverse
to
the
company
Alter
the
prohibition
in
section
489.405,
subsection
1,
paragraph
“b”
,
so
that
the
prohibition
requires
only
that
the
limited
liability
company’s
total
assets
not
be
less
than
the
sum
of
its
total
liabilities
.
(3)
As
required
by
section
489.409,
subsection
2
,
paragraph
“c”
,
and
section
489.409,
subsection
8
,
to
refrain
from
competing
with
the
company
in
the
conduct
of
the
company’s
business
before
the
dissolution
of
the
company.
b.
Identify
specific
types
or
categories
of
activities
that
do
not
violate
the
duty
of
loyalty
To
the
extent
the
operating
agreement
of
a
member-managed
limited
liability
company
expressly
relieves
a
member
of
a
responsibility
that
the
member
otherwise
would
have
under
this
chapter
and
imposes
the
responsibility
on
one
or
more
other
members,
the
agreement
also
may
eliminate
or
limit
any
fiduciary
duty
of
the
member
relieved
of
the
responsibility
which
would
have
pertained
to
the
responsibility
.
c.
Alter
the
duty
of
care,
except
to
authorize
intentional
misconduct
or
knowing
violation
of
law.
If
not
manifestly
unreasonable,
the
operating
agreement
may
do
all
of
the
following:
(1)
Alter
or
eliminate
the
aspects
of
the
duty
of
loyalty
stated
in
section
489.409,
subsections
2
and
9.
(2)
Identify
specific
types
or
categories
of
activities
that
do
not
violate
the
duty
of
loyalty.
(3)
Alter
the
duty
of
care,
but
may
not
authorize
conduct
involving
bad
faith,
willful
or
intentional
misconduct,
or
knowing
violation
of
law.
(4)
Alter
or
eliminate
any
other
fiduciary
duty.
d.
Alter
any
other
fiduciary
duty,
including
eliminating
House
File
655,
p.
16
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
The
court
shall
decide
as
a
matter
of
law
whether
a
term
of
an
operating
agreement
is
manifestly
unreasonable
under
subsection
3,
paragraph
“f”
,
or
subsection
4,
paragraph
“c”
.
All
of
the
following
shall
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,
activities,
and
affairs
of
the
limited
liability
company,
it
is
readily
apparent
that
any
of
the
following
apply:
(1)
The
objective
of
the
term
is
unreasonable.
(2)
The
term
is
an
unreasonable
means
to
achieve
the
term’s
objective.
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.
6.
The
An
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.
c.
A
breach
of
a
duty
under
section
489.406
.
House
File
655,
p.
17
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.
Sec.
10.
Section
489.111,
Code
2023,
is
amended
to
read
as
follows:
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.
Sec.
11.
Section
489.112,
Code
2023,
is
amended
to
read
as
follows:
489.112
Operating
agreement
——
effect
on
third
parties
and
relationship
to
records
effective
on
behalf
of
limited
liability
company.
House
File
655,
p.
18
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
a
person
dissociated
as
a
member
are
governed
by
the
operating
agreement.
Subject
only
to
any
a
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
is
dissociated
as
a
member
is
or
is
not
effective
as
follows:
a.
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
person
dissociated
as
a
member.
b.
Is
not
effective
to
the
extent
the
amendment
imposes
a
new
debt,
obligation,
or
other
liability
on
the
transferee
or
person
dissociated
as
a
member.
3.
If
a
record
that
has
been
delivered
by
a
limited
liability
company
to
the
secretary
of
state
for
filing
and
has
become
becomes
effective
under
this
chapter
and
contains
a
provision
that
would
be
ineffective
under
section
489.110,
subsection
3
or
subsection
4,
paragraph
“c”
,
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
becomes
effective
under
this
chapter
and
conflicts
with
a
provision
of
the
operating
agreement,
all
of
the
following
rules
apply:
a.
The
operating
agreement
prevails
as
to
members,
persons
dissociated
as
members,
transferees,
and
managers.
b.
The
record
prevails
as
to
other
persons
to
the
extent
they
reasonably
rely
on
the
record.
Sec.
12.
Section
489.114,
Code
2023,
is
amended
to
read
as
follows:
489.114
Change
of
registered
office
or
registered
agent
for
House
File
655,
p.
19
service
of
process
or
address
for
registered
agency
by
limited
liability
company
.
1.
A
limited
liability
company
or
registered
foreign
limited
liability
company
may
change
its
registered
office
or
its
registered
agent
for
service
of
process
agent
or
the
address
of
its
registered
agent
by
delivering
to
the
secretary
of
state
for
filing
a
statement
of
change
that
sets
forth
states
all
of
the
following:
a.
The
name
of
the
limited
liability
company
or
foreign
limited
liability
company
.
b.
If
the
current
registered
office
is
to
be
changed,
the
street
and
mailing
addresses
of
the
new
registered
office
The
information
that
is
to
be
in
effect
as
a
result
of
the
filing
of
the
statement
of
change
.
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.
The
members
or
managers
of
a
limited
liability
company
need
not
approve
the
delivery
to
the
secretary
of
state
for
filing
of
any
of
the
following:
a.
A
statement
of
change
under
this
section.
b.
A
similar
filing
changing
the
registered
agent
or
registered
office,
if
any,
of
the
limited
liability
company
in
any
other
jurisdiction.
House
File
655,
p.
20
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
A
statement
of
change
under
this
section
designating
a
new
registered
agent
is
an
affirmation
of
fact
by
the
limited
liability
company
or
registered
foreign
limited
liability
company
that
the
agent
has
consented
to
serve
.
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
As
an
alternative
to
using
the
procedure
in
this
section,
a
limited
liability
company
may
amend
its
certificate
of
organization
.
5.
Subject
to
section
489.205,
subsection
3
,
a
statement
of
change
is
effective
when
filed
by
the
secretary
of
state.
Sec.
13.
NEW
SECTION
.
489.114A
Registration
of
name.
1.
A
foreign
limited
liability
company
not
registered
to
do
business
in
this
state
under
subchapter
IX
may
register
its
name,
or
an
alternate
name
adopted
pursuant
to
section
489.906A,
if
the
name
is
distinguishable
on
the
records
of
the
secretary
of
state
from
the
names
that
are
not
available
under
section
489.108.
2.
To
register
its
name
or
an
alternate
name
adopted
pursuant
to
section
489.906A,
a
foreign
limited
liability
company
must
deliver
to
the
secretary
of
state
for
filing
an
application
stating
the
company’s
name,
the
jurisdiction
and
date
of
its
formation,
and
any
alternate
name
adopted
pursuant
to
section
489.906A.
If
the
secretary
of
state
finds
that
the
name
applied
for
is
available,
the
secretary
of
state
shall
register
the
name
for
the
applicant’s
exclusive
use.
House
File
655,
p.
21
3.
The
registration
of
a
name
under
this
section
is
effective
for
one
year
after
the
date
of
registration.
4.
A
foreign
limited
liability
company
whose
name
registration
is
effective
may
renew
the
registration
for
successive
one-year
periods
by
delivering,
not
earlier
than
three
months
before
the
expiration
of
the
registration,
to
the
secretary
of
state
for
filing
a
renewal
application
that
complies
with
this
section.
When
filed,
the
renewal
application
renews
the
registration
for
a
succeeding
one-year
period.
5.
A
foreign
limited
liability
company
whose
name
registration
is
effective
may
register
as
a
foreign
limited
liability
company
under
the
registered
name
or
consent
in
a
signed
record
to
the
use
of
that
name
by
another
person
that
is
not
an
individual.
Sec.
14.
Section
489.115,
Code
2023,
is
amended
to
read
as
follows:
489.115
Resignation
of
registered
agent
for
service
of
process
.
1.
A
registered
agent
may
resign
the
agent’s
agency
appointment
by
signing
and
as
an
agent
for
a
limited
liability
company
or
registered
foreign
limited
liability
company
by
delivering
to
the
secretary
of
state
for
filing
the
signed
original
a
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.
that
states
all
of
the
following:
a.
The
name
of
the
limited
liability
company
or
foreign
limited
liability
company.
b.
The
name
of
the
agent.
c.
That
the
agent
resigns
from
serving
as
registered
agent
for
the
limited
liability
company
or
foreign
limited
liability
House
File
655,
p.
22
company.
d.
The
address
of
the
limited
liability
company
or
foreign
limited
liability
company
to
which
the
agent
will
send
the
notice
required
by
subsection
3.
2.
A
statement
of
resignation
takes
effect
on
the
earlier
of
the
following:
a.
12:01
a.m.
on
the
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
or
registered
foreign
limited
liability
company
.
3.
A
registered
agent
promptly
shall
furnish
to
the
limited
liability
company
or
registered
foreign
limited
liability
company
notice
in
a
record
of
the
date
on
which
a
statement
of
resignation
was
filed.
4.
When
a
statement
of
resignation
takes
effect,
the
registered
agent
ceases
to
have
responsibility
under
this
chapter
for
any
matter
thereafter
tendered
to
it
as
agent
for
the
limited
liability
company
or
registered
foreign
limited
liability
company.
The
resignation
does
not
affect
any
contractual
rights
the
company
or
foreign
company
has
against
the
agent
or
that
the
agent
has
against
the
company
or
foreign
company.
5.
A
registered
agent
may
resign
with
respect
to
a
limited
liability
company
or
registered
foreign
limited
liability
company
whether
or
not
the
company
or
foreign
company
is
in
good
standing.
Sec.
15.
NEW
SECTION
.
489.115A
Registered
agent.
1.
Each
limited
liability
company
and
each
registered
foreign
limited
liability
company
shall
designate
and
maintain
a
registered
agent
in
this
state.
The
designation
of
a
registered
agent
is
an
affirmation
of
fact
by
the
limited
liability
company
or
registered
foreign
limited
liability
company
that
the
agent
has
consented
to
serve.
2.
A
registered
agent
for
a
limited
liability
company
or
registered
foreign
limited
liability
company
must
have
a
place
of
business
in
this
state.
3.
The
only
duties
under
this
chapter
of
a
registered
agent
that
has
complied
with
this
chapter
are
as
follows:
House
File
655,
p.
23
a.
To
forward
to
the
limited
liability
company
or
registered
foreign
limited
liability
company
at
the
address
most
recently
supplied
to
the
agent
by
the
limited
liability
company
or
registered
foreign
limited
liability
company
any
process,
notice,
or
demand
pertaining
to
the
company
or
foreign
company
which
is
served
on
or
received
by
the
agent.
b.
If
the
registered
agent
resigns,
to
provide
the
notice
required
by
section
489.115,
subsection
3,
to
the
limited
liability
company
or
registered
foreign
limited
liability
company
at
the
address
most
recently
supplied
to
the
agent
by
the
limited
liability
company
or
registered
foreign
limited
liability
company.
c.
To
keep
current
the
information
with
respect
to
the
agent
in
the
certificate
of
organization
or
foreign
registration
statement.
Sec.
16.
Section
489.116,
Code
2023,
is
amended
to
read
as
follows:
489.116
Service
of
process
,
notice,
or
demand
.
1.
A
limited
liability
company’s
company
or
registered
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
company
may
be
served
on
the
company
with
any
process,
notice,
or
demand
required
or
permitted
by
law
by
serving
its
registered
agent
.
2.
If
a
limited
liability
company
or
registered
foreign
limited
liability
company
has
no
ceases
to
have
a
registered
agent,
or
the
if
its
registered
agent
cannot
with
reasonable
diligence
be
served,
the
limited
liability
company
or
registered
foreign
limited
liability
company
may
be
served
by
registered
or
certified
mail,
return
receipt
requested,
or
by
similar
commercial
delivery
service,
addressed
to
the
limited
liability
company
or
registered
foreign
limited
liability
company
at
its
principal
office.
The
address
of
the
principal
office
must
be
as
shown
on
the
limited
liability
company’s
or
registered
foreign
limited
liability
company’s
most
recent
biennial
report
filed
with
the
secretary
of
state
pursuant
to
section
489.209.
Service
is
perfected
effected
under
this
subsection
at
on
the
earliest
of
any
of
the
following:
a.
The
date
the
limited
liability
company
or
registered
House
File
655,
p.
24
foreign
limited
liability
company
receives
the
mail
or
delivery
by
the
commercial
delivery
service
.
b.
The
date
shown
on
the
return
receipt,
if
signed
on
behalf
of
by
the
limited
liability
company
or
registered
foreign
limited
liability
company
.
c.
Five
days
after
its
deposit
in
with
the
United
States
mail,
as
evidenced
by
the
postmark,
if
mailed
postpaid
and
postal
service
or
with
the
commercial
delivery
service,
if
correctly
addressed
and
with
sufficient
postage
or
payment
.
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
If
process,
notice,
or
demand
cannot
be
served
on
a
limited
liability
company
or
registered
foreign
limited
liability
company
pursuant
to
subsection
1
or
2,
service
may
be
made
by
handing
a
copy
to
the
individual
in
charge
of
any
regular
place
of
business
or
activity
of
the
limited
liability
company
or
registered
foreign
company
if
the
individual
served
is
not
a
plaintiff
in
the
action
.
4.
Service
of
process,
notice,
or
demand
on
a
registered
agent
must
be
in
a
written
record.
5.
Service
of
process,
notice,
or
demand
may
be
made
by
other
means
under
law
other
than
this
chapter,
including
as
provided
in
sections
617.3
through
617.6
unless
specifically
provided
for
by
another
provision
of
law.
Sec.
17.
Section
489.117,
Code
2023,
is
amended
to
read
as
follows:
489.117
Fees.
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
House
File
655,
p.
25
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
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$100
r.
Application
for
amended
certificate
of
authority
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$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
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
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
House
File
655,
p.
26
relating
to
a
domestic
limited
liability
company
or
foreign
limited
liability
company
as
follows
:
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
.
Sec.
18.
NEW
SECTION
.
489.118
Change
of
name
or
address
by
registered
agent.
1.
If
a
registered
agent
changes
its
name
or
address,
the
agent
may
deliver
to
the
secretary
of
state
for
filing
a
statement
of
change
that
states
all
of
the
following:
a.
The
name
of
the
limited
liability
company
or
registered
foreign
limited
liability
company
represented
by
the
registered
agent.
b.
The
name
of
the
agent
as
currently
shown
in
the
records
of
the
secretary
of
state
for
the
limited
liability
company
or
registered
foreign
limited
liability
company.
c.
If
the
name
of
the
agent
has
changed,
its
new
name.
d.
If
the
address
of
the
agent
has
changed,
its
new
address.
2.
A
registered
agent
promptly
shall
furnish
notice
to
the
represented
limited
liability
company
or
registered
foreign
limited
liability
company
of
the
filing
by
the
secretary
of
state
of
the
statement
of
change
and
the
changes
made
by
the
statement.
Sec.
19.
NEW
SECTION
.
489.120
Delivery
of
record.
1.
Except
as
otherwise
provided
in
this
chapter,
permissible
means
of
delivery
of
a
record
include
delivery
by
hand,
mail,
conventional
commercial
practice,
and
electronic
transmission.
2.
Delivery
to
the
secretary
of
state
is
effective
only
when
a
record
is
received
by
the
secretary
of
state.
Sec.
20.
NEW
SECTION
.
489.121
Reservation
of
power
to
amend
or
repeal.
The
general
assembly
has
power
to
amend
or
repeal
all
or
part
of
this
chapter
at
any
time,
and
all
limited
liability
companies
and
foreign
limited
liability
companies
subject
to
this
chapter
are
governed
by
the
amendment
or
repeal.
Sec.
21.
Section
489.201,
Code
2023,
is
amended
to
read
as
House
File
655,
p.
27
follows:
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
and
mailing
addresses
of
the
initial
registered
office
and
the
name
of
the
initial
registered
agent
for
service
of
process
on
the
company
limited
liability
company’s
principal
office
.
c.
The
name
and
street
and
mailing
addresses
in
this
state
of
the
limited
liability
company’s
registered
agent.
3.
Subject
to
section
489.112,
subsection
3
,
a
A
certificate
of
organization
may
also
contain
statements
as
to
matters
other
than
those
required
by
subsection
2
,
but
shall
not
vary
or
otherwise
affect
the
provisions
specified
in
section
489.110,
subsections
3
and
4,
in
a
manner
inconsistent
with
that
section
.
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
becomes
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.
Sec.
22.
Section
489.202,
Code
2023,
is
amended
to
read
as
follows:
House
File
655,
p.
28
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
limited
liability
company.
b.
The
date
of
filing
of
its
initial
certificate
of
organization
.
c.
The
changes
the
amendment
makes
to
the
certificate
as
most
recently
amended
or
restated
text
of
the
amendment
.
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
and
setting
forth
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
The
name
of
the
limited
liability
company
.
b.
If
the
company’s
name
has
been
changed
at
any
time
since
the
company’s
formation,
each
of
the
company’s
former
names
The
text
of
the
restated
certificate
of
organization
.
c.
The
changes
the
restatement
makes
to
the
certificate
as
most
recently
amended
or
restated
A
statement
that
the
restated
certificate
consolidates
all
amendments
into
a
single
document
.
d.
If
a
new
amendment
is
included
in
the
restated
certificate
of
organization,
the
statements
required
under
subsection
2
with
respect
to
the
new
amendment
if
not
otherwise
provided.
4.
Subject
to
section
489.112,
subsection
3
,
and
section
489.205,
subsection
3
,
an
amendment
to
or
restatement
of
a
certificate
of
organization
is
effective
when
filed
by
the
secretary
of
state.
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
of
organization
was
filed
or
has
become
inaccurate
due
to
changed
circumstances,
the
member
or
manager
shall
promptly
do
House
File
655,
p.
29
any
of
the
following:
a.
Cause
the
certificate
of
organization
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.
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
.
Sec.
23.
Section
489.203,
Code
2023,
is
amended
to
read
as
follows:
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
by
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
delivered
on
behalf
of
a
dissolved
limited
liability
company
that
does
not
have
or
has
not
had
at
least
one
has
no
member
must
be
signed
by
an
organizer
the
person
winding
up
the
company’s
activities
and
affairs
under
section
489.702,
subsection
3,
or
a
person
appointed
under
section
489.702,
subsection
4,
to
wind
up
the
activities
and
affairs
.
d.
A
record
filed
on
behalf
of
a
dissolved
limited
liability
company
that
has
no
members
must
be
signed
by
the
person
winding
up
the
company’s
activities
under
section
489.702,
subsection
3
,
or
a
person
appointed
under
section
489.702,
subsection
4
,
to
wind
up
those
activities
A
statement
of
denial
by
a
person
under
section
489.303
must
be
signed
by
that
House
File
655,
p.
30
person
.
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
Any
other
record
delivered
on
behalf
of
a
person
to
the
secretary
of
state
for
filing
must
be
signed
by
that
person
.
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
A
record
filed
delivered
for
filing
under
this
chapter
may
be
signed
by
an
agent.
Whenever
this
chapter
requires
a
particular
individual
to
sign
a
record
and
the
individual
is
deceased
or
incompetent,
the
record
may
be
signed
by
a
legal
representative
of
the
individual.
3.
A
person
that
signs
a
record
as
an
agent
or
legal
representative
affirms
as
a
fact
that
the
person
is
authorized
to
sign
the
record.
Sec.
24.
Section
489.204,
Code
2023,
is
amended
to
read
as
follows:
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
limited
liability
company
or
foreign
limited
liability
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
House
File
655,
p.
31
shall
file
the
record
and
the
court
order
upon
receipt
A
record
filed
under
subsection
1,
paragraph
“c”
,
is
effective
without
being
signed
.
Sec.
25.
Section
489.205,
Code
2023,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
489.205
Liability
for
inaccurate
information
in
filed
records.
1.
If
a
record
delivered
to
the
secretary
of
state
for
filing
under
this
chapter
and
filed
by
the
secretary
of
state
contains
inaccurate
information,
a
person
that
suffers
loss
by
reliance
on
the
information
may
recover
damages
for
the
loss
from
all
of
the
following:
a.
A
person
that
signed
the
record,
or
caused
another
to
sign
it
on
the
person’s
behalf,
and
knew
the
information
to
be
inaccurate
at
the
time
the
record
was
signed.
b.
Subject
to
subsection
2,
a
member
of
a
member-managed
limited
liability
company
or
a
manager
of
a
manager-managed
limited
liability
company
if
all
of
the
following
apply:
(1)
The
record
was
delivered
for
filing
on
behalf
of
the
limited
liability
company.
(2)
The
member
or
manager
knew
or
had
notice
of
the
inaccuracy
for
a
reasonably
sufficient
time
before
the
information
was
relied
upon
so
that,
before
the
reliance,
the
member
or
manager
reasonably
could
have
done
any
of
the
following:
(a)
Effected
an
amendment
under
section
489.202.
(b)
Filed
a
petition
under
section
489.204.
(c)
Delivered
to
the
secretary
of
state
for
filing
a
statement
of
change
under
section
489.114
or
a
statement
of
correction
under
section
489.206.
2.
To
the
extent
the
operating
agreement
of
a
member-managed
limited
liability
company
expressly
relieves
a
member
of
responsibility
for
maintaining
the
accuracy
of
information
contained
in
records
delivered
on
behalf
of
the
limited
liability
company
to
the
secretary
of
state
for
filing
under
this
chapter
and
imposes
that
responsibility
on
one
or
more
other
members,
the
liability
stated
in
subsection
1,
paragraph
“b”
,
applies
to
those
other
members
and
not
to
the
member
that
the
operating
agreement
relieves
of
the
responsibility.
House
File
655,
p.
32
3.
A
person
commits
a
serious
misdemeanor
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.
Sec.
26.
Section
489.206,
Code
2023,
is
amended
to
read
as
follows:
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.
A
person
on
whose
behalf
a
filed
record
was
delivered
to
the
secretary
of
state
for
filing
may
correct
the
record
if
any
of
the
following
apply:
a.
The
record
at
the
time
of
filing
was
inaccurate.
b.
The
record
was
defectively
signed.
c.
The
electronic
transmission
of
the
record
to
the
secretary
of
state
was
defective.
2.
A
statement
of
correction
under
subsection
1
shall
not
have
a
delayed
effective
date
and
must
do
all
of
the
following:
To
correct
a
filed
record,
a
person
on
whose
behalf
the
record
was
delivered
to
the
secretary
of
state
must
deliver
to
the
secretary
of
state
for
filing
a
statement
of
correction.
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
A
statement
of
correction
shall
comply
with
all
of
the
following:
a.
For
the
purposes
of
section
489.103,
subsection
4
It
must
not
state
a
delayed
effective
date
.
b.
As
to
persons
that
previously
relied
on
the
uncorrected
House
File
655,
p.
33
record
and
would
be
adversely
affected
by
the
retroactive
effect
It
must
be
signed
by
the
person
correcting
the
filed
record
.
c.
It
must
describe
the
record
to
be
corrected
including
its
filing
date
or
attach
a
copy
of
the
record
as
filed.
d.
It
must
specify
the
inaccuracy
or
defect
to
be
corrected.
e.
It
must
correct
the
inaccuracy
or
defect.
4.
A
statement
of
correction
is
effective
as
of
the
effective
date
of
the
filed
record
that
it
corrects
except
for
purposes
of
section
489.103,
subsection
4,
and
as
to
persons
relying
on
the
uncorrected
filed
record
and
adversely
affected
by
the
correction.
For
those
purposes
and
as
to
those
persons,
the
statement
of
correction
is
effective
when
filed.
Sec.
27.
NEW
SECTION
.
489.206A
Filing
requirements.
1.
To
be
filed
by
the
secretary
of
state
pursuant
to
this
chapter,
a
record
must
be
captioned
to
describe
the
record’s
purpose,
must
be
received
by
the
secretary
of
state,
must
comply
with
this
chapter,
and
must
satisfy
all
of
the
following:
a.
The
filing
of
the
record
must
be
required
or
permitted
by
this
chapter.
b.
The
record
must
be
physically
delivered
in
written
form
unless
and
to
the
extent
the
secretary
of
state
permits
electronic
delivery
of
records.
c.
The
words
in
the
record
must
be
in
English,
and
numbers
must
be
in
Arabic
or
Roman
numerals,
but
the
name
of
an
entity
need
not
be
in
English
if
written
in
English
letters
or
Arabic
or
Roman
numerals.
d.
The
record
must
be
signed
by
a
person
authorized
or
required
under
this
chapter
to
sign
the
record.
e.
The
record
must
state
the
name
and
capacity,
if
any,
of
each
individual
who
signed
it,
either
on
behalf
of
the
individual
or
the
person
authorized
or
required
to
sign
the
record,
but
need
not
contain
a
seal,
attestation,
acknowledgment,
or
verification.
2.
If
law
other
than
this
chapter
prohibits
the
disclosure
by
the
secretary
of
state
of
information
contained
in
a
record
delivered
to
the
secretary
of
state
for
filing,
the
secretary
of
state
shall
file
the
record
if
the
record
otherwise
complies
House
File
655,
p.
34
with
this
chapter
but
may
redact
the
information.
3.
When
a
record
is
delivered
to
the
secretary
of
state
for
filing,
any
fee
required
under
this
chapter
and
any
fee,
tax,
interest,
or
penalty
required
to
be
paid
under
this
chapter
or
law
other
than
this
chapter
must
be
paid
in
a
manner
permitted
by
the
secretary
of
state
or
by
that
law.
4.
The
secretary
of
state
may
require
that
a
record
delivered
in
written
form
be
accompanied
by
an
identical
or
conformed
copy.
5.
The
secretary
of
state
may
provide
forms
for
filings
required
or
permitted
to
be
made
by
this
chapter,
but,
except
as
otherwise
provided
in
subsection
6,
their
use
is
not
required.
6.
The
secretary
of
state
may
prescribe,
and
furnish
on
request
and
require
any
of
the
following
forms:
a.
A
cover
sheet
for
a
filing.
b.
An
application
for
a
certificate
of
existence
or
certificate
of
registration.
c.
A
foreign
corporation’s
registration
statement.
d.
A
foreign
corporation’s
statement
of
withdrawal.
e.
A
foreign
corporation’s
transfer
of
registration
statement.
f.
The
biennial
report
required
by
section
489.209.
7.
Upon
request
and
payment
of
the
requisite
fee,
the
secretary
of
state
shall
send
the
requester
a
certified
copy
of
a
requested
record.
Sec.
28.
Section
489.207,
Code
2023,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
489.207
Effective
date
and
time.
Except
as
otherwise
provided
in
section
489.115
and
section
489.208A
and
subject
to
section
489.206,
subsection
4,
a
record
filed
under
this
chapter
is
effective
as
follows:
1.
On
the
date
and
at
the
time
of
its
filing
by
the
secretary
of
state,
as
provided
in
section
489.210,
subsection
2.
2.
On
the
date
of
filing
and
at
the
time
specified
in
the
record
as
its
effective
time,
if
later
than
the
time
under
subsection
1.
3.
At
a
specified
delayed
effective
date
and
time,
which
may
House
File
655,
p.
35
not
be
more
than
ninety
days
after
the
date
of
filing.
4.
If
a
delayed
effective
date
is
specified,
but
no
time
is
specified,
at
12:01
a.m.
on
the
date
specified,
which
shall
not
be
more
than
ninety
days
after
the
date
of
filing.
Sec.
29.
Section
489.208,
Code
2023,
is
amended
to
read
as
follows:
489.208
Certificate
of
existence
or
authorization
registration
.
1.
Any
person
may
apply
to
On
request
of
any
person,
the
secretary
of
state
to
be
furnished
shall
issue
a
certificate
of
existence
for
a
domestic
limited
liability
company
or
a
certificate
of
authorization
registration
for
a
registered
foreign
limited
liability
company.
2.
A
certificate
of
existence
or
certificate
of
authorization
registration
under
subsection
1
must
set
forth
state
all
of
the
following:
a.
The
domestic
limited
liability
company’s
name
or
the
registered
foreign
limited
liability
company’s
name
used
in
this
state.
b.
One
In
the
case
of
a
limited
liability
company,
all
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
That
a
certificate
of
organization
has
been
filed
and
has
taken
effect
.
(2)
If
it
is
a
foreign
limited
liability
company,
that
the
company
is
authorized
to
transact
business
in
this
state
The
date
the
certificate
became
effective
.
(3)
The
period
of
the
limited
liability
company’s
duration
if
the
records
of
the
secretary
of
state
reflect
that
its
period
of
duration
is
less
than
perpetual.
(4)
That
all
of
the
following
apply:
(a)
No
statement
of
dissolution,
statement
of
administrative
dissolution,
or
statement
of
termination
has
been
filed.
(b)
The
records
of
the
secretary
of
state
do
not
otherwise
reflect
that
the
limited
liability
company
has
been
dissolved
or
terminated.
House
File
655,
p.
36
(c)
A
proceeding
is
not
pending
under
section
489.705.
c.
That
all
fees,
taxes,
and
penalties
due
under
this
chapter
or
other
law
to
the
secretary
of
state
have
been
paid
In
the
case
of
a
registered
foreign
limited
liability
company,
that
it
is
registered
to
do
business
in
this
state
.
d.
That
the
company’s
most
recent
biennial
report
required
by
this
chapter
has
been
filed
by
the
secretary
of
state
That
all
fees,
taxes,
interest,
and
penalties
owed
to
this
state
by
the
limited
liability
company
or
foreign
limited
liability
company
and
collected
through
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
good
standing
or
registration
of
the
limited
liability
company
or
foreign
limited
liability
company.
e.
If
it
is
a
domestic
limited
liability
company,
that
a
statement
of
dissolution
or
statement
of
termination
has
not
been
filed
That
the
most
recent
biennial
report
required
by
section
489.209
has
been
delivered
to
the
secretary
of
state
for
filing
.
f.
Other
facts
of
record
in
the
office
reflected
in
the
records
of
the
secretary
of
state
that
may
be
requested
by
the
applicant
pertaining
to
the
limited
liability
company
or
foreign
limited
liability
company
which
the
person
requesting
the
certificate
reasonably
requests
.
3.
Subject
to
any
qualification
stated
in
the
certificate,
a
certificate
of
existence
or
certificate
of
authorization
issued
by
the
secretary
of
state
is
under
subsection
1
may
be
relied
on
as
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
of
the
facts
stated
in
the
certificate
.
Sec.
30.
NEW
SECTION
.
489.208A
Withdrawal
of
filed
record
before
effectiveness.
1.
Except
as
otherwise
provided
in
sections
489.1024,
489.1034,
489.1044,
and
489.1054,
a
record
delivered
to
the
secretary
of
state
for
filing
may
be
withdrawn
before
it
takes
effect
by
delivering
to
the
secretary
of
state
for
filing
a
House
File
655,
p.
37
statement
of
withdrawal.
2.
A
statement
of
withdrawal
must
comply
with
all
of
the
following:
a.
Be
signed
by
each
person
that
signed
the
record
being
withdrawn,
except
as
otherwise
agreed
by
those
persons.
b.
Identify
the
record
to
be
withdrawn.
c.
If
signed
by
fewer
than
all
the
persons
that
signed
the
record
being
withdrawn,
state
that
the
record
is
withdrawn
in
accordance
with
the
agreement
of
all
the
persons
that
signed
the
record.
3.
On
filing
by
the
secretary
of
state
of
a
statement
of
withdrawal,
the
action
or
transaction
evidenced
by
the
original
record
does
not
take
effect.
Sec.
31.
Section
489.209,
Code
2023,
is
amended
to
read
as
follows:
489.209
Biennial
report
for
secretary
of
state.
1.
A
limited
liability
company
or
a
foreign
limited
liability
company
authorized
registered
to
transact
do
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
foreign
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
in
this
state
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
House
File
655,
p.
38
registered
to
transact
do
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
489.207
,
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.
Sec.
32.
NEW
SECTION
.
489.210
Duty
of
secretary
of
state
to
file
——
review
of
refusal
to
file
——
delivery
of
record
by
secretary
of
state.
1.
The
secretary
of
state
shall
file
a
record
delivered
to
the
secretary
of
state
for
filing
which
satisfies
this
chapter.
The
duty
of
the
secretary
of
state
under
this
section
is
ministerial.
2.
When
the
secretary
of
state
files
a
record,
the
secretary
of
state
shall
record
it
as
filed
on
the
date
and
at
the
time
of
its
delivery.
After
filing
a
record,
the
secretary
of
state
House
File
655,
p.
39
shall
deliver
to
the
person
that
submitted
the
record
a
copy
of
the
record
with
an
acknowledgment
of
the
date
and
time
of
filing
and,
in
the
case
of
a
statement
of
denial,
also
to
the
limited
liability
company
to
which
the
statement
pertains.
3.
If
the
secretary
of
state
refuses
to
file
a
record,
the
secretary
of
state
shall,
not
later
than
fifteen
business
days
after
the
record
is
delivered,
do
all
of
the
following:
a.
Return
the
record
or
notify
the
person
that
submitted
the
record
of
the
refusal.
b.
Provide
a
brief
explanation
in
a
record
of
the
reason
for
the
refusal.
4.
If
the
secretary
of
state
refuses
to
file
a
record,
the
person
that
submitted
the
record
may
petition
the
district
court
of
Polk
county
to
compel
filing
of
the
record.
The
record
and
the
explanation
of
the
secretary
of
state
of
the
refusal
to
file
must
be
attached
to
the
petition.
The
court
may
decide
the
matter
in
a
summary
proceeding.
If
the
court
orders
the
record
to
be
filed,
the
court
may
order
it
filed
with
an
effective
date
that
is
the
date
on
which
it
was
submitted
to
the
secretary
of
state
for
filing.
5.
The
filing
of
or
refusal
to
file
a
record
does
not
do
any
of
the
following:
a.
Affect
the
validity
or
invalidity
of
the
record
in
whole
or
in
part.
b.
Create
a
presumption
that
the
information
contained
in
the
record
is
correct
or
incorrect.
6.
Except
as
otherwise
provided
by
section
489.116
or
by
law
other
than
this
chapter,
the
secretary
of
state
may
deliver
any
record
to
a
person
by
delivering
it
by
any
of
the
following:
a.
In
person
to
the
person
that
submitted
it.
b.
To
the
address
of
the
person’s
registered
agent.
c.
To
the
principal
office
of
the
person.
d.
To
another
address
the
person
provides
to
the
secretary
of
state
for
delivery.
Sec.
33.
Section
489.302,
Code
2023,
is
amended
to
read
as
follows:
489.302
Statement
of
limited
liability
company
authority.
1.
A
limited
liability
company
may
deliver
to
the
secretary
of
state
for
filing
a
statement
of
authority.
All
of
the
House
File
655,
p.
40
following
apply
to
the
statement:
a.
It
must
include
the
name
of
the
limited
liability
company
and
the
name
and
street
address
and
mailing
addresses
of
its
principal
office
registered
agent
.
b.
With
respect
to
any
position
that
exists
in
or
with
respect
to
the
limited
liability
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
Sign
an
instrument
transferring
real
property
held
in
the
name
of
the
limited
liability
company.
(2)
Enter
into
other
transactions
on
behalf
of,
or
otherwise
act
for
or
bind,
the
limited
liability
company.
c.
It
may
state
the
authority,
or
limitations
on
the
authority,
of
a
specific
person
to
do
any
of
the
following:
(1)
Execute
Sign
an
instrument
transferring
real
property
held
in
the
name
of
the
limited
liability
company.
(2)
Enter
into
other
transactions
on
behalf
of,
or
otherwise
act
for
or
bind,
the
limited
liability
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
limited
liability
company.
b.
The
name
and
street
address
and
mailing
addresses
of
the
limited
liability
company’s
principal
office
registered
agent
.
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.
4.
Subject
to
subsection
3
and
section
489.103,
subsection
4
,
and
except
as
otherwise
provided
in
subsections
6,
7,
and
8
,
a
limitation
on
the
authority
of
a
person
or
a
position
contained
in
an
effective
statement
of
authority
is
not
by
itself
evidence
of
any
person’s
knowledge
or
notice
of
the
limitation
by
any
person
.
House
File
655,
p.
41
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
,
a
certified
copy
of
which
statement
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
a
statement
of
termination
is
a
cancellation
of
any
filed
statement
of
authority
for
the
purposes
of
House
File
655,
p.
42
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,
the
secretary
of
state
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
489.207
,
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”
.
Sec.
34.
Section
489.304,
Code
2023,
is
amended
to
read
as
follows:
489.304
Liability
of
members
and
managers.
1.
For
debts,
obligations,
or
other
liabilities
A
debt,
obligation,
or
other
liability
of
a
limited
liability
company
,
whether
arising
in
contract,
tort,
or
otherwise
all
of
the
following
apply:
is
solely
the
debt,
obligation,
or
other
liability
of
the
company.
A
member
or
manager
is
not
personally
liable,
directly
or
indirectly,
by
way
of
contribution
or
otherwise,
for
a
debt,
obligation,
or
other
liability
of
the
company
solely
by
reason
of
being
or
acting
as
a
member
or
manager.
This
subsection
applies
regardless
of
the
dissolution
of
the
company.
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
and
affairs
is
not
a
ground
for
imposing
liability
on
the
members
a
member
or
managers
manager
for
the
debts,
obligations,
a
debt,
obligation,
or
other
liabilities
liability
of
the
company.
House
File
655,
p.
43
Sec.
35.
Section
489.401,
Code
2023,
is
amended
to
read
as
follows:
489.401
Becoming
member.
1.
If
a
limited
liability
company
is
to
have
only
one
member
upon
formation,
a
the
person
becomes
the
a
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
After
formation
of
a
limited
liability
company,
a
person
becomes
a
member
according
to
any
of
the
following:
a.
As
provided
in
the
operating
agreement
.
b.
As
the
result
of
a
transaction
effective
under
subchapter
X.
c.
With
the
affirmative
vote
or
consent
of
all
the
members.
d.
As
provided
in
section
489.701,
subsection
1,
paragraph
“c”
.
4.
After
formation
of
a
limited
liability
company,
a
person
becomes
a
member
upon
A
person
may
become
a
member
without
any
of
the
following:
a.
As
provided
in
the
operating
agreement
Acquiring
a
transferable
interest
.
b.
As
the
result
of
a
transaction
effective
under
article
10
Making
or
being
obligated
to
make
a
contribution
to
the
limited
liability
company
.
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
House
File
655,
p.
44
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.
Sec.
36.
Section
489.402,
Code
2023,
is
amended
to
read
as
follows:
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
property
transferred
to,
services
performed
for,
or
another
benefit
provided
to
the
limited
liability
company
or
an
agreement
to
transfer
property
to,
perform
services
for,
or
provide
another
benefit
to
the
company
.
Sec.
37.
Section
489.403,
Code
2023,
is
amended
to
read
as
follows:
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,
termination,
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
If
a
person
does
not
fulfill
an
obligation
to
make
a
contribution
other
than
money,
the
person
is
obligated
at
the
option
of
the
limited
liability
company
to
contribute
money
equal
to
the
value
of
the
part
of
the
contribution
which
has
not
been
made
.
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
House
File
655,
p.
45
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
The
obligation
of
a
person
to
make
a
contribution
may
be
compromised
only
by
the
affirmative
vote
or
consent
of
all
the
members.
If
a
creditor
of
a
limited
liability
company
extends
credit
or
otherwise
acts
in
reliance
on
an
obligation
described
in
subsection
1
without
knowledge
or
notice
of
a
compromise
under
this
subsection,
the
creditor
may
enforce
the
obligation
.
4.
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.
Sec.
38.
Section
489.404,
Code
2023,
is
amended
to
read
as
follows:
489.404
Sharing
of
and
right
to
distributions
before
dissolution.
1.
Any
distributions
distribution
made
by
a
limited
liability
company
before
its
dissolution
and
winding
up
must
be
in
equal
shares
among
members
and
persons
dissociated
as
members,
except
to
the
extent
necessary
to
comply
with
any
a
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
House
File
655,
p.
46
dissolution
and
winding
up
of
a
limited
liability
company
only
if
the
limited
liability
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
4
,
a
limited
liability
company
may
distribute
an
asset
in
kind
only
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.
However,
the
company’s
obligation
to
make
a
distribution
is
subject
to
offset
for
any
amount
owed
to
the
company
by
the
member
or
a
person
dissociated
as
a
member
on
whose
account
the
distribution
is
made.
Sec.
39.
Section
489.405,
Code
2023,
is
amended
to
read
as
follows:
489.405
Limitations
on
distribution.
1.
A
limited
liability
company
shall
not
make
a
distribution
,
including
a
distribution
under
section
489.708,
if
after
the
distribution
any
of
the
following
applies:
a.
The
limited
liability
company
would
not
be
able
to
pay
its
debts
as
they
become
due
in
the
ordinary
course
of
the
company’s
activities
and
affairs
.
b.
The
limited
liability
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
,
and
wound
up
,
and
terminated
at
the
time
of
the
distribution,
to
satisfy
the
preferential
rights
upon
dissolution
,
and
winding
up,
and
termination
of
members
up
of
members
and
transferees
whose
preferential
rights
are
superior
to
those
the
rights
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
House
File
655,
p.
47
practices
and
principles
that
are
reasonable
in
the
circumstances
or
on
a
fair
valuation
or
other
method
that
is
reasonable
under
the
circumstances
any
of
the
following:
a.
Financial
statements
prepared
on
the
basis
of
accounting
practices
and
principles
that
are
reasonable
in
the
circumstances
.
b.
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
as
defined
in
section
489.102,
subsection
5,
paragraph
“a”
,
as
of
the
earlier
of
any
of
the
following:
(1)
The
date
money
or
other
property
is
transferred
or
debt
is
incurred
by
the
limited
liability
company
.
(2)
The
date
the
person
entitled
to
the
distribution
ceases
to
own
the
interest
or
right
being
acquired
by
the
limited
liability
company
in
return
for
the
distribution.
b.
In
the
case
of
any
other
distribution
of
indebtedness,
as
of
the
date
the
indebtedness
is
distributed.
b.
c.
In
all
other
cases
,
as
follows
any
of
the
following
:
(1)
The
date
that
the
distribution
is
authorized,
if
the
payment
occurs
within
not
later
than
one
hundred
twenty
days
after
that
date.
(2)
The
date
that
the
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
or
transferee
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
,
except
to
the
extent
subordinated
by
agreement
.
5.
A
limited
liability
company’s
indebtedness,
including
indebtedness
issued
in
connection
with
or
as
part
of
as
a
distribution,
is
not
a
liability
for
purposes
of
subsection
1
if
the
terms
of
the
indebtedness
provide
that
payment
of
House
File
655,
p.
48
principal
and
interest
are
is
made
only
if
and
to
the
extent
that
payment
of
a
distribution
could
then
be
made
to
members
under
this
section
.
If
the
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
In
measuring
the
effect
of
a
distribution
under
section
489.708,
the
liabilities
of
a
dissolved
limited
liability
company
do
not
include
any
claim
that
has
been
disposed
of
under
section
489.703,
489.704,
or
489.706A
.
Sec.
40.
Section
489.406,
Code
2023,
is
amended
to
read
as
follows:
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
a
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
which
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
the
authority
and
responsibility.
3.
A
person
that
receives
a
distribution
knowing
that
the
distribution
to
that
person
was
made
in
violation
of
violated
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
.
House
File
655,
p.
49
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
liable
under
subsection
1
and
seek
to
compel
enforce
a
right
of
contribution
from
the
person.
b.
Implead
any
person
that
received
a
distribution
in
violation
of
subsection
3
and
seek
to
compel
enforce
a
right
of
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
unless
commenced
within
not
later
than
two
years
after
the
distribution.
Sec.
41.
Section
489.407,
Code
2023,
is
amended
to
read
as
follows:
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
limited
liability
company
is
or
will
be
“manager-managed”.
(2)
The
limited
liability
company
is
or
will
be
“managed
by
managers”.
(3)
Management
of
the
limited
liability
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
Except
as
expressly
provided
in
this
chapter,
the
management
and
conduct
of
the
limited
liability
company
are
vested
in
the
members.
b.
Each
member
has
equal
rights
in
the
management
and
conduct
of
the
limited
liability
company’s
activities
and
affairs
.
c.
A
difference
arising
among
members
as
to
a
matter
in
the
ordinary
course
of
the
activities
and
affairs
of
the
limited
liability
company
may
be
decided
by
a
majority
of
the
members.
d.
An
act
outside
the
ordinary
course
of
the
activities
House
File
655,
p.
50
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
The
affirmative
vote
or
consent
of
all
the
members
is
required
to
do
any
of
the
following:
(1)
Sell,
lease,
exchange,
or
otherwise
dispose
of
all,
or
substantially
all,
of
the
limited
liability
company’s
property,
with
or
without
good
will,
outside
the
ordinary
course
of
the
company’s
activities
.
(2)
Undertake
an
act
outside
the
ordinary
course
of
the
activities
and
affairs
of
the
limited
liability
company.
(3)
Approve
a
merger,
interest
exchange,
conversion,
or
domestication
under
subchapter
X.
(4)
Amend
the
operating
agreement.
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
and
affairs
of
the
limited
liability
company
is
decided
exclusively
by
the
managers
manager,
or,
if
there
is
more
than
one
manager,
by
a
majority
of
the
managers
.
b.
Each
manager
has
equal
rights
in
the
management
and
conduct
of
the
activities
and
affairs
of
the
limited
liability
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.
c.
The
affirmative
vote
or
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
limited
liability
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
Undertake
any
other
act
outside
the
ordinary
course
of
the
limited
liability
company’s
activities
and
affairs
.
House
File
655,
p.
51
(3)
Undertake
any
other
act
outside
the
ordinary
course
of
the
company’s
activities
Approve
a
merger,
interest
exchange,
conversion,
or
domestication
under
subchapter
X
.
(4)
Amend
the
operating
agreement.
e.
d.
A
manager
may
be
chosen
at
any
time
by
the
affirmative
vote
or
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
affirmative
vote
or
consent
of
a
majority
of
the
members
without
notice
or
cause.
f.
e.
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.
f.
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
vote
or
consent
of
members
under
this
chapter
may
be
taken
without
a
meeting,
and
a
member
may
appoint
a
proxy
or
other
agent
to
vote,
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
A
limited
liability
company
shall
reimburse
a
member
for
an
advance
to
the
company
beyond
the
amount
of
capital
the
member
agreed
to
contribute
.
7.
A
payment
or
advance
made
by
a
member
which
gives
rise
to
a
limited
liability
company
obligation
under
subsection
6
or
section
489.408,
subsection
1,
constitutes
a
loan
to
the
House
File
655,
p.
52
company
which
accrues
interest
from
the
date
of
the
payment
or
advance.
8.
A
member
is
not
entitled
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.
Sec.
42.
Section
489.407A,
Code
2023,
is
amended
to
read
as
follows:
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
registered
foreign
limited
liability
company
authorized
to
transact
do
business
in
this
state
is
subject
to
the
provisions
of
this
section
.
2.
a.
In
a
member-managed
limited
liability
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
limited
liability
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
limited
liability
company,
whether
or
not
the
transfer
is
in
the
ordinary
course
of
the
company’s
business.
3.
a.
In
a
manager-managed
limited
liability
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
limited
liability
company
with
the
secretary
of
state
and
the
recorder
of
the
county
where
the
real
estate
is
situated
House
File
655,
p.
53
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.
Sec.
43.
Section
489.408,
Code
2023,
is
amended
to
read
as
follows:
489.408
Indemnification
Reimbursement,
indemnification,
advancement,
and
insurance.
1.
A
limited
liability
company
shall
reimburse
a
member
of
a
member-managed
limited
liability
company
or
the
manager
of
a
manager-managed
limited
liability
company
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
by
the
member
or
manager
in
the
course
of
the
member’s
or
manager’s
activities
on
behalf
of
the
company,
if
the
member
or
manager
complied
with
sections
489.405,
489.407,
and
489.409
in
making
the
payment
.
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
A
limited
liability
company
shall
indemnify
and
hold
harmless
a
person
with
respect
to
any
claim
or
demand
against
the
person
and
any
debt,
obligation,
or
other
liability
incurred
by
the
person
by
reason
of
the
person’s
former
or
present
capacity
as
a
member
or
manager,
if
the
claim,
demand,
debt,
obligation,
or
other
liability
does
not
arise
from
the
person’s
breach
of
section
489.405,
489.407,
or
489.409
.
3.
In
the
ordinary
course
of
its
activities
and
affairs,
a
limited
liability
company
may
advance
reasonable
expenses,
House
File
655,
p.
54
including
attorney’s
fees
and
costs,
incurred
by
a
person
in
connection
with
a
claim
or
demand
against
the
person
by
reason
of
the
person’s
former
or
present
capacity
as
a
member
or
manager,
if
the
person
promises
to
repay
the
company
if
the
person
ultimately
is
determined
not
to
be
entitled
to
be
indemnified
under
subsection
2.
4.
A
limited
liability
company
may
purchase
and
maintain
insurance
on
behalf
of
a
member
or
manager
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
3,
paragraph
“g”
,
the
operating
agreement
could
not
eliminate
or
limit
the
person’s
liability
to
the
company
for
the
conduct
giving
rise
to
the
liability.
Sec.
44.
Section
489.409,
Code
2023,
is
amended
to
read
as
follows:
489.409
Standards
of
conduct
for
members
and
managers.
1.
A
member
of
a
member-managed
limited
liability
company
owes
to
the
company
and,
subject
to
section
489.901,
subsection
2
,
the
other
members
the
fiduciary
duties
of
loyalty
and
care
stated
in
subsections
2
and
3
.
2.
The
fiduciary
duty
of
loyalty
of
a
member
in
a
member-managed
limited
liability
company
includes
all
of
the
following
duties:
a.
To
account
to
the
limited
liability
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
limited
liability
company’s
activities
and
affairs
.
(2)
From
a
use
by
the
member
of
the
limited
liability
company’s
property.
(3)
From
the
appropriation
of
a
limited
liability
company
opportunity.
b.
To
refrain
from
dealing
with
the
limited
liability
company
in
the
conduct
or
winding
up
of
the
company’s
activities
and
affairs
as
or
on
behalf
of
a
person
having
an
interest
adverse
to
the
company.
c.
To
refrain
from
competing
with
the
limited
liability
company
in
the
conduct
of
the
company’s
activities
and
affairs
before
the
dissolution
of
the
company.
House
File
655,
p.
55
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
The
duty
of
care
of
a
member
of
a
member-managed
limited
liability
company
in
the
conduct
or
winding
up
of
the
company’s
activities
and
affairs
is
to
refrain
from
engaging
in
grossly
negligent
or
reckless
conduct,
willful
or
intentional
misconduct,
or
knowing
violation
of
law
.
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
A
member
shall
discharge
the
duties
and
obligations
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
A
member
does
not
violate
a
duty
or
obligation
under
this
chapter
or
under
the
operating
agreement
solely
because
the
member’s
conduct
furthers
the
member’s
own
interest
.
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:
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
House
File
655,
p.
56
liability
company.
(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:
If,
as
permitted
by
subsection
6
or
subsection
9,
paragraph
“f”
,
or
the
operating
agreement,
a
member
enters
into
a
transaction
with
the
limited
liability
company
which
otherwise
would
be
prohibited
by
subsection
2,
paragraph
“b”
,
the
member’s
rights
and
obligations
arising
from
the
transaction
are
the
same
as
those
of
a
person
that
is
not
a
member.
a.
Subsections
1,
2,
3,
5,
and
7
apply
to
the
manager
or
managers
and
not
the
members.
b.
The
duty
stated
under
subsection
2
,
paragraph
“c”
,
continues
until
winding
up
is
completed.
c.
Subsection
4
applies
to
the
members
and
managers.
d.
Subsection
6
applies
only
to
the
members.
e.
A
member
does
not
have
any
fiduciary
duty
to
the
company
or
to
any
other
member
solely
by
reason
of
being
a
member.
9.
In
a
manager-managed
limited
liability
company,
all
of
the
following
rules
apply:
a.
Subsections
1,
2,
3,
and
7
apply
to
the
manager
or
managers
and
not
the
members.
b.
The
duty
stated
under
subsection
2,
paragraph
“c”
,
continues
until
winding
up
is
completed.
c.
Subsection
4
applies
to
managers
and
members.
d.
Subsection
5
applies
only
to
members.
e.
The
power
to
ratify
under
subsection
6
may
be
exercised
House
File
655,
p.
57
only
by
the
members.
f.
Subject
to
subsection
4,
a
member
does
not
have
any
duty
to
the
limited
liability
company
or
to
any
other
member
solely
by
reason
of
being
a
member.
Sec.
45.
Section
489.410,
Code
2023,
is
amended
to
read
as
follows:
489.410
Right
of
members,
managers,
and
dissociated
members
to
information
Rights
to
information
of
member,
manager,
and
person
dissociated
as
member
.
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
limited
liability
company,
any
record
maintained
by
the
company
regarding
the
company’s
activities,
affairs,
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
limited
liability
company
shall
furnish
to
each
member
all
of
the
following:
(1)
Without
demand,
any
information
concerning
the
limited
liability
company’s
activities,
affairs,
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
limited
liability
company’s
activities,
affairs,
financial
condition,
and
other
circumstances,
except
to
the
extent
the
demand
or
for
the
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
House
File
655,
p.
58
managers
and
not
the
members.
b.
During
regular
business
hours
and
at
a
reasonable
location
specified
by
the
limited
liability
company,
a
member
may
obtain
from
the
company
and
inspect
and
copy
full
information
regarding
the
activities,
affairs,
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
reasonably
related
to
the
member’s
interest
as
a
member.
(2)
The
member
makes
a
demand
in
a
record
received
by
the
limited
liability
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
Not
later
than
ten
days
after
receiving
a
demand
pursuant
to
paragraph
“b”
,
subparagraph
(2),
the
limited
liability
company
shall
in
a
record
inform
in
a
record
the
member
that
made
the
demand
that
includes
all
of
the
following:
(1)
Of
the
What
information
that
the
limited
liability
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
The
limited
liability
company’s
reasons
for
declining,
if
the
company
declines
to
provide
any
demanded
information
.
d.
Whenever
this
chapter
or
an
operating
agreement
provides
for
a
member
to
vote
on
or
give
or
withhold
consent
to
a
matter,
before
the
vote
is
cast
or
consent
is
given
or
withheld,
the
limited
liability
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
House
File
655,
p.
59
respond
to
a
demand
made
pursuant
to
this
subsection
in
the
manner
provided
in
subsection
2
,
paragraph
“c”
Subject
to
subsection
8,
on
ten
days’
demand
made
in
a
record
received
by
a
limited
liability
company,
a
person
dissociated
as
a
member
may
have
access
to
the
information
to
which
the
person
was
entitled
while
a
member
if
all
of
the
following
apply:
a.
The
information
pertains
to
the
period
during
which
the
person
was
a
member
.
b.
The
person
seeks
the
information
in
good
faith.
c.
The
person
satisfies
the
requirements
imposed
on
a
member
by
subsection
2,
paragraph
“b”
.
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
shall
respond
to
a
demand
made
pursuant
to
subsection
3
in
the
manner
provided
in
subsection
2,
paragraph
“c”
.
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
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
.
6.
The
rights
under
this
section
do
not
extend
to
a
person
as
transferee
A
member
or
person
dissociated
as
a
member
may
exercise
the
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
8
applies
both
to
the
agent
or
legal
representative
and
to
the
member
or
person
dissociated
as
a
member.
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
House
File
655,
p.
60
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
Subject
to
section
489.504,
the
rights
under
this
section
do
not
extend
to
a
person
as
transferee
.
8.
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
and
affairs,
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.
Sec.
46.
Section
489.502,
Code
2023,
is
amended
to
read
as
follows:
489.502
Transfer
of
transferable
interest.
1.
For
Subject
to
section
489.503,
subsection
6,
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
person’s
dissociation
as
a
member
or
a
dissolution
and
winding
up
of
the
limited
liability
company’s
activities
and
affairs
.
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
limited
liability
company’s
activities
and
affairs
.
(2)
Except
as
otherwise
provided
in
subsection
3
,
have
access
to
records
or
other
information
concerning
the
limited
liability
company’s
activities
and
affairs
.
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
House
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655,
p.
61
of
the
interest
issued
by
the
a
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
knows
or
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
if
the
intended
transferee
has
knowledge
or
notice
of
the
restriction
at
the
time
of
transfer
.
7.
Except
as
otherwise
provided
in
section
489.602,
subsection
4
5
,
paragraph
“b”
,
when
if
a
member
transfers
a
transferable
interest,
the
transferor
retains
the
rights
of
a
member
other
than
the
transferable
interest
in
distributions
transferred
and
retains
all
duties
and
obligations
of
a
member.
8.
When
If
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
sections
489.403
and
section
489.406,
subsection
3
,
489.406
known
to
the
transferee
when
the
transferee
becomes
a
member.
Sec.
47.
Section
489.503,
Code
2023,
is
amended
to
read
as
follows:
489.503
Charging
order.
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
Except
as
otherwise
provided
in
subsection
6,
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
would
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:
House
File
655,
p.
62
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
Except
as
otherwise
provided
in
subsection
6,
the
purchaser
at
the
foreclosure
sale
only
obtains
only
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
If
a
court
orders
foreclosure
of
a
charging
order
lien
against
the
sole
member
of
a
limited
liability
company
all
of
the
following
apply:
a.
The
court
shall
confirm
the
sale
.
b.
The
purchaser
at
the
sale
obtains
the
member’s
entire
interest,
not
only
the
member’s
transferable
interest.
c.
The
purchaser
thereby
becomes
a
member.
d.
The
person
whose
interest
was
subject
to
the
foreclosed
charging
order
is
dissociated
as
a
member.
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
This
chapter
does
not
deprive
any
member
or
transferee
of
the
House
File
655,
p.
63
benefit
of
any
exemption
law
applicable
to
the
transferable
interest
of
the
member
or
transferee
.
8.
This
section
provides
the
exclusive
remedy
by
which
a
person
seeking
in
the
capacity
of
judgment
creditor
to
enforce
a
judgment
against
a
member
or
transferee
may
satisfy
the
judgment
from
the
judgment
debtor’s
transferable
interest.
Sec.
48.
Section
489.504,
Code
2023,
is
amended
to
read
as
follows:
489.504
Power
of
personal
representative
of
deceased
member.
If
a
member
dies,
the
deceased
member’s
personal
legal
representative
or
other
legal
representative
may
exercise
all
of
the
following:
1.
The
rights
of
a
transferee
provided
in
section
489.502,
subsection
3
,
and,
for
.
2.
For
the
purposes
of
settling
the
estate,
the
rights
of
a
current
the
deceased
member
had
under
section
489.410
.
Sec.
49.
Section
489.601,
Code
2023,
is
amended
to
read
as
follows:
489.601
Member’s
power
Power
to
dissociate
as
a
member
——
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
as
a
member
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
completion
of
the
winding
up
of
the
limited
liability
company
and
any
of
the
following
applies:
(1)
The
person
withdraws
as
a
member
by
express
will.
(2)
The
person
is
expelled
as
a
member
by
judicial
order
under
section
489.602,
subsection
5
6
.
(3)
The
person
is
dissociated
under
section
489.602,
subsection
7,
paragraph
“a”
,
by
becoming
a
debtor
in
bankruptcy
8
.
(4)
In
the
case
of
a
person
that
is
not
a
trust
other
than
a
business
trust,
an
estate,
or
an
individual,
the
person
House
File
655,
p.
64
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.
Sec.
50.
Section
489.602,
Code
2023,
is
amended
to
read
as
follows:
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
limited
liability
company
knows
or
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
limited
liability
company
knew
or
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
The
person’s
entire
interest
is
transferred
in
a
foreclosure
sale
under
section
489.503,
subsection
6
.
4.
The
person
is
expelled
as
a
member
by
the
unanimous
consent
of
the
other
members
if
any
of
the
following
applies:
pursuant
to
the
operating
agreement.
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
House
File
655,
p.
65
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
The
person
is
expelled
as
a
member
by
the
affirmative
vote
or
consent
of
all
the
other
members
if
any
of
the
following
apply
:
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
It
is
unlawful
to
carry
on
the
limited
liability
company’s
activities
and
affairs
with
the
person
as
a
member
.
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
There
has
been
a
transfer
of
all
the
person’s
transferable
interest
in
the
limited
liability
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.
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
The
person
is
an
entity
and
all
of
the
following
apply:
(1)
The
limited
liability
company
notifies
the
person
that
it
will
be
expelled
as
a
member
because
the
person
has
filed
a
statement
of
dissolution
or
the
equivalent,
the
person
has
been
administratively
dissolved,
the
person’s
charter
or
the
equivalent
has
been
revoked,
or
the
person’s
right
to
conduct
business
has
been
suspended
by
the
person’s
jurisdiction
of
formation
.
(2)
Not
later
than
ninety
days
after
the
notification,
the
statement
of
dissolution
or
the
equivalent
has
not
been
withdrawn,
rescinded,
or
revoked,
the
person
has
not
been
reinstated,
or
the
person’s
charter
or
the
equivalent
or
right
House
File
655,
p.
66
to
conduct
business
has
not
been
reinstated.
d.
The
person
is
an
unincorporated
entity
that
has
been
dissolved
and
whose
activities
and
affairs
are
being
wound
up.
6.
In
the
case
of
a
person
who
is
an
individual,
any
of
the
following
applies
On
application
by
the
limited
liability
company
or
a
member
in
a
direct
action
under
section
489.901,
the
person
is
expelled
as
a
member
by
judicial
order
because
any
of
the
following
apply
:
a.
The
person
dies
has
engaged
or
is
engaging
in
wrongful
conduct
that
has
affected
adversely
and
materially,
or
will
affect
adversely
and
materially,
the
company’s
activities
and
affairs
.
b.
In
a
member-managed
limited
liability
company,
any
of
the
following
applies:
The
person
has
committed
willfully
or
persistently,
or
is
committing
willfully
or
persistently,
a
material
breach
of
the
operating
agreement
or
a
duty
or
obligation
under
section
489.409.
(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.
c.
The
person
has
engaged
or
is
engaging
in
conduct
relating
to
the
limited
liability
company’s
activities
and
affairs
which
makes
it
not
reasonably
practicable
to
carry
on
the
activities
and
affairs
with
the
person
as
a
member.
7.
In
a
member-managed
limited
liability
company,
the
person
does
any
of
the
following
In
the
case
of
an
individual
any
of
the
following
apply
:
a.
Becomes
a
debtor
in
bankruptcy
The
individual
dies
.
b.
Executes
an
assignment
for
the
benefit
of
creditors
In
a
member-managed
limited
liability
company
any
of
the
following
apply:
(1)
A
guardian
or
general
conservator
for
the
individual
is
appointed
.
(2)
A
court
orders
that
the
individual
has
otherwise
become
incapable
of
performing
the
individual’s
duties
as
a
member
under
this
chapter
or
the
operating
agreement.
c.
Seeks,
consents
to,
or
acquiesces
in
the
appointment
of
House
File
655,
p.
67
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
In
a
member-managed
limited
liability
company,
any
of
the
following
apply:
a.
The
person
becomes
a
debtor
in
bankruptcy
.
b.
The
person
signs
an
assignment
for
the
benefit
of
creditors.
c.
The
person
seeks,
consents
to,
or
acquiesces
in
the
appointment
of
a
trustee,
receiver,
or
liquidator
of
the
person
or
of
all
or
substantially
all
the
person’s
property.
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
In
the
case
of
a
person
that
is
a
testamentary
or
inter
vivos
trust
or
is
acting
as
a
member
by
virtue
of
being
a
trustee
of
such
a
trust,
the
trust’s
entire
transferable
interest
in
the
limited
liability
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
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
limited
liability
company
is
distributed
.
11.
The
company
participates
in
a
merger
under
article
10
,
if
any
of
the
following
applies:
In
the
case
of
a
person
that
is
not
an
individual,
the
existence
of
the
person
terminates.
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
The
limited
liability
company
participates
in
a
merger
under
subchapter
X
and
any
of
the
following
apply:
a.
The
limited
liability
company
is
not
the
surviving
entity
.
House
File
655,
p.
68
b.
Otherwise
as
a
result
of
the
merger,
the
person
ceases
to
be
a
member.
13.
The
company
participates
in
a
domestication
under
article
10
,
if,
as
a
result
of
the
domestication,
the
person
ceases
to
be
a
member
The
limited
liability
company
participates
in
an
interest
exchange
under
subchapter
X
and,
as
a
result
of
the
interest
exchange,
the
person
ceases
to
be
a
member
.
14.
The
limited
liability
company
terminates
participates
in
a
conversion
under
subchapter
X
.
15.
The
limited
liability
company
participates
in
a
domestication
under
subchapter
X
and,
as
a
result
of
the
domestication,
the
person
ceases
to
be
a
member.
16.
The
limited
liability
company
dissolves
and
completes
winding
up.
Sec.
51.
Section
489.603,
Code
2023,
is
amended
to
read
as
follows:
489.603
Effect
of
person’s
dissociation
as
member
.
1.
When
If
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
limited
liability
company’s
activities
and
affairs
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
The
person’s
duties
and
obligations
under
section
489.409
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
subchapter
X
,
any
transferable
interest
owned
by
the
person
in
the
person’s
capacity
as
a
member
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.
Sec.
52.
Section
489.604,
Code
2023,
is
amended
to
read
as
House
File
655,
p.
69
follows:
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
from
a
limited
liability
company
,
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
from
a
limited
liability
company
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
House
File
655,
p.
70
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.
Sec.
53.
Section
489.701,
Code
2023,
is
amended
to
read
as
follows:
489.701
Events
causing
dissolution.
1.
A
limited
liability
company
is
dissolved,
and
its
activities
and
affairs
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
affirmative
vote
or
consent
of
all
the
members.
c.
Once
After
the
limited
liability
company
has
at
least
one
member,
the
passage
of
that
member
and
any
other
member
dissociate,
and
ninety
consecutive
days
pass
during
which
the
company
has
no
members
.
,
unless
before
the
end
of
the
period
all
of
the
following
apply:
(1)
Consent
to
admit
at
least
one
specified
person
as
a
member
is
given
by
transferees
owning
the
rights
to
receive
a
majority
of
distributions
as
transferees
at
the
time
the
consent
is
to
be
effective.
(2)
At
least
one
person
becomes
a
member
in
accordance
with
the
consent.
d.
On
application
by
a
member,
the
entry
by
a
the
district
court
of
an
order
dissolving
the
limited
liability
company
on
the
grounds
that
any
of
the
following
applies:
(1)
The
conduct
of
all
or
substantially
all
of
the
limited
liability
company’s
activities
and
affairs
is
unlawful.
(2)
It
is
not
reasonably
practicable
to
carry
on
the
limited
liability
company’s
activities
and
affairs
in
conformity
with
the
certificate
of
organization
and
the
operating
agreement.
(3)
The
managers
or
those
members
in
control
of
the
limited
House
File
655,
p.
71
liability
company
conduct
themselves
according
to
any
of
the
following:
(a)
Have
acted,
are
acting,
or
will
act
in
a
manner
that
is
illegal
or
fraudulent.
(b)
Have
acted
or
are
acting
in
a
manner
that
is
oppressive
and
was,
is,
or
will
be
directly
harmful
to
the
applicant.
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:
The
signing
and
filing
of
a
statement
of
administrative
dissolution
by
the
secretary
of
state
under
section
489.705.
(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”
,
“d”
,
subparagraph
(3),
the
district
court
may
order
a
remedy
other
than
dissolution.
Sec.
54.
Section
489.701A,
Code
2023,
is
amended
to
read
as
follows:
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
the
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
apply
:
(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
489.208A
applicable
to
the
statement
of
dissolution.
(2)
If
the
statement
of
dissolution
has
become
effective,
House
File
655,
p.
72
delivery
to
the
secretary
of
state
for
filing
of
a
statement
of
rescission
stating
the
name
of
the
limited
liability
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
limited
liability
company
shall
resume
resumes
carrying
on
its
activities
and
affairs
as
if
the
dissolution
had
never
occurred.
b.
Subject
to
paragraph
“c”
,
any
liability
incurred
by
the
limited
liability
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.
Sec.
55.
Section
489.702,
Code
2023,
is
amended
to
read
as
follows:
489.702
Winding
up.
1.
A
dissolved
limited
liability
company
shall
wind
up
its
activities
and
affairs
,
and
except
as
otherwise
provided
in
section
489.701A,
the
company
continues
after
dissolution
only
for
the
purpose
of
winding
up.
2.
In
winding
up
its
activities
and
affairs
,
all
of
the
following
apply
to
a
limited
liability
company:
a.
It
shall
discharge
the
limited
liability
company’s
debts,
obligations,
or
and
other
liabilities,
settle
and
close
the
company’s
activities
and
affairs
,
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
limited
liability
company
and
that
the
company
is
dissolved.
(2)
Preserve
the
limited
liability
company
activities
,
affairs,
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
limited
liability
company’s
property.
(5)
Settle
disputes
by
mediation
or
arbitration.
(6)
Deliver
to
the
secretary
of
state
for
filing
a
statement
House
File
655,
p.
73
of
termination
stating
the
name
of
the
limited
liability
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
and
affairs
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
limited
liability
company’s
activities
and
affairs
,
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
:
a.
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”
.
b.
The
person
shall
deliver
promptly
deliver
to
the
secretary
of
state
for
filing
an
amendment
to
the
limited
liability
company’s
certificate
of
organization
to
do
stating
all
of
the
following:
(1)
State
that
That
the
limited
liability
company
has
no
members.
(2)
State
that
the
person
has
been
appointed
pursuant
to
this
subsection
to
wind
up
the
company
The
name
and
street
and
mailing
addresses
of
the
person
.
(3)
Provide
the
street
and
mailing
addresses
of
the
person
That
the
person
has
been
appointed
pursuant
to
this
subsection
to
wind
up
the
limited
liability
company’s
activities
and
affairs
.
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
and
affairs
pursuant
to
any
of
the
following:
a.
On
application
of
a
member,
if
the
applicant
establishes
House
File
655,
p.
74
good
cause.
b.
On
the
application
of
a
transferee,
if
all
of
the
following
apply:
(1)
The
limited
liability
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
limited
liability
company’s
activities
and
affairs
.
(3)
Within
a
reasonable
time
following
the
dissolution
a
person
has
not
been
appointed
pursuant
to
subsection
4
3
.
c.
In
connection
with
a
proceeding
under
section
489.701,
subsection
1
,
paragraph
“d”
or
“e”
.
Sec.
56.
Section
489.703,
Code
2023,
is
amended
to
read
as
follows:
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
State
that
a
claim
must
be
in
writing
and
provide
a
mailing
address
to
which
the
claim
is
to
be
sent.
c.
State
the
deadline
for
receipt
of
the
a
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
limited
liability
company,
all
of
the
following
must
apply:
(1)
The
limited
liability
company
causes
the
claimant
to
receive
a
notice
in
a
record
stating
that
the
claim
is
rejected
House
File
655,
p.
75
and
will
be
barred
unless
the
claimant
commences
an
action
against
the
company
to
enforce
the
claim
within
not
later
than
ninety
days
after
the
claimant
receives
the
notice.
(2)
The
claimant
does
not
commence
the
required
action
within
not
later
than
the
ninety
days
after
the
claimant
receives
the
notice
.
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.
Sec.
57.
Section
489.704,
Code
2023,
is
amended
to
read
as
follows:
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
under
subsection
1
must
do
all
of
the
following
meet
all
of
the
following
requirements
:
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
Comply
with
any
of
the
following:
(1)
Publication
of
the
notice
one
time
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
the
principal
office
is
not
located
in
this
state,
in
the
county
in
which
the
office
of
the
company’s
registered
agent
is
or
was
last
located
.
(2)
Publication
by
posting
the
notice
conspicuously
for
at
least
thirty
days
on
the
dissolved
limited
liability
company’s
internet
site.
b.
Describe
the
information
required
to
be
contained
in
a
claim
,
state
that
the
claim
must
be
in
writing,
and
provide
a
mailing
address
to
which
the
claim
is
to
be
sent.
c.
State
that
a
claim
against
the
limited
liability
company
is
barred
unless
an
action
to
enforce
the
claim
is
commenced
within
five
not
later
than
three
years
after
publication
of
the
House
File
655,
p.
76
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
of
each
of
the
following
claimants
is
barred
unless
the
claimant
commences
an
action
to
enforce
the
claim
against
the
company
not
later
than
three
years
after
the
publication
date
of
the
notice
:
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
limited
liability
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
or
section
489.703
may
be
enforced
as
follows:
a.
Against
a
dissolved
limited
liability
company,
to
the
extent
of
its
undistributed
assets.
b.
If
Except
as
otherwise
provided
in
section
489.706A,
if
assets
of
the
limited
liability
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
company’s
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.
Sec.
58.
Section
489.705,
Code
2023,
is
amended
to
read
as
follows:
489.705
Administrative
Grounds
for
administrative
dissolution.
1.
The
secretary
of
state
may
commence
a
proceeding
under
this
section
489.709
to
administratively
dissolve
a
limited
liability
company
administratively,
if
any
of
the
following
apply:
a.
1.
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
House
File
655,
p.
77
date,
any
fee,
tax,
or
penalty
due
to
the
secretary
of
state
under
this
chapter
or
law
other
than
this
chapter
The
limited
liability
company
does
not
pay
within
sixty
days
after
they
are
due
any
fees,
taxes,
interest,
or
penalties
imposed
by
this
chapter
or
other
laws
of
this
state
.
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
The
limited
liability
company
does
not
deliver
its
biennial
report
required
by
section
489.209
to
the
secretary
of
state
within
sixty
days
after
it
is
due
.
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
The
limited
liability
company
is
without
a
registered
agent
or
the
registered
agent
does
not
have
a
place
of
business
in
this
state
for
sixty
days
or
more
.
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
House
File
655,
p.
78
489.703
and
489.704
The
secretary
of
state
has
not
been
notified
within
sixty
days
that
the
limited
liability
company’s
registered
agent
or
place
of
business
of
the
registered
agent
has
been
changed,
or
that
its
registered
agent
has
resigned,
or
that
its
registered
office
has
been
discontinued
.
5.
The
administrative
dissolution
of
a
limited
liability
company
does
not
terminate
the
authority
of
its
registered
agent
for
service
of
process
The
limited
liability
company’s
period
of
duration
stated
in
its
certificate
of
organization
expires
.
Sec.
59.
Section
489.706,
Code
2023,
is
amended
to
read
as
follows:
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
State
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
either
did
not
exist
or
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.
a.
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
certificate
of
dissolution
until
the
filing
delinquency
or
liability
is
satisfied.
House
File
655,
p.
79
3.
b.
(1)
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
paragraph
“a”
has
been
satisfied,
and
that
the
information
is
correct,
the
secretary
of
state
shall
cancel
the
declaration
certificate
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
of
reinstatement
,
and
serve
deliver
a
copy
on
to
the
limited
liability
company
under
section
489.116
.
(2)
If
the
limited
liability
company’s
name
in
subsection
1
,
paragraph
“c”
,
is
different
than
from
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.
3.
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.
Sec.
60.
NEW
SECTION
.
489.706A
Court
proceedings.
1.
A
dissolved
limited
liability
company
that
has
published
a
notice
under
section
489.704
may
file
an
application
with
the
district
court
in
the
county
where
the
company’s
principal
office
is
located
or,
if
the
principal
office
is
not
located
in
this
state,
where
the
office
of
its
registered
agent
is
or
was
last
located,
for
a
determination
of
the
amount
and
form
of
security
to
be
provided
for
payment
of
claims
that
are
reasonably
expected
to
arise
after
the
date
of
dissolution
based
on
facts
known
to
the
company
and
any
of
the
following
apply:
a.
At
the
time
of
application
any
of
the
following
apply:
(1)
The
facts
are
contingent.
(2)
The
facts
have
not
been
made
known
to
the
limited
liability
company.
House
File
655,
p.
80
b.
The
facts
are
based
on
an
event
occurring
after
the
date
of
dissolution.
2.
Security
is
not
required
for
any
claim
that
is
or
is
reasonably
anticipated
to
be
barred
under
section
489.704.
3.
Not
later
than
ten
days
after
the
filing
of
an
application
under
subsection
1,
the
dissolved
limited
liability
company
shall
give
notice
of
the
proceeding
to
each
claimant
holding
a
contingent
claim
known
to
the
company.
4.
In
a
proceeding
under
this
section,
the
court
may
appoint
a
guardian
ad
litem
to
represent
all
claimants
whose
identities
are
unknown.
The
reasonable
fees
and
expenses
of
the
guardian,
including
all
reasonable
expert
witness
fees,
must
be
paid
by
the
dissolved
limited
liability
company.
5.
A
dissolved
limited
liability
company
that
provides
security
in
the
amount
and
form
ordered
by
the
court
under
subsection
1
satisfies
the
company’s
obligations
with
respect
to
claims
that
are
contingent,
have
not
been
made
known
to
the
company,
or
are
based
on
an
event
occurring
after
the
date
of
dissolution,
and
such
claims
may
not
be
enforced
against
a
member
or
transferee
on
account
of
assets
received
in
liquidation.
Sec.
61.
Section
489.707,
Code
2023,
is
amended
to
read
as
follows:
489.707
Appeal
from
rejection
denial
of
reinstatement.
1.
If
the
secretary
of
state
rejects
denies
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
under
section
489.116
with
a
copy
of
the
written
notice
that
explains
the
reason
or
reasons
for
denial
.
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
The
limited
liability
company
House
File
655,
p.
81
may
appeal
the
denial
of
reinstatement
to
the
district
court
of
the
county
where
the
company’s
principal
office
or,
if
none
in
this
state,
where
its
registered
office
is
located
within
thirty
days
after
service
of
the
notice
of
denial
is
effected
.
The
company
appeals
by
petitioning
the
court
to
set
aside
the
dissolution
and
attaching
to
the
petition
copies
of
the
secretary
of
state’s
certificate
of
dissolution,
the
company’s
application
for
reinstatement,
and
the
secretary
of
state’s
notice
of
denial.
3.
The
court
may
summarily
order
the
secretary
of
state
to
reinstate
a
the
dissolved
limited
liability
company
or
may
take
other
action
the
court
considers
appropriate.
4.
The
court’s
final
decision
may
be
appealed
as
in
other
civil
proceedings.
Sec.
62.
Section
489.708,
Code
2023,
is
amended
to
read
as
follows:
489.708
Distribution
Disposition
of
assets
in
winding
up
limited
liability
company’s
activities
.
1.
In
winding
up
its
activities
and
affairs
,
a
limited
liability
company
must
shall
apply
its
assets
to
discharge
its
the
company’s
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
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
Among
persons
owning
transferable
interests
in
proportion
to
their
respective
rights
to
share
in
distributions
immediately
before
the
dissolution
of
the
limited
liability
company
.
3.
If
a
limited
liability
company
does
not
have
sufficient
surplus
to
comply
with
subsection
2
,
paragraph
“a”
,
any
surplus
House
File
655,
p.
82
must
be
distributed
among
the
owners
of
transferable
interests
in
proportion
to
the
value
of
their
the
respective
unreturned
contributions.
4.
All
distributions
made
under
subsections
2
and
3
must
be
paid
in
money.
Sec.
63.
NEW
SECTION
.
489.709
Procedure
for
and
effect
of
administrative
dissolution.
1.
If
the
secretary
of
state
determines
that
one
or
more
grounds
exist
under
section
489.705
for
dissolving
a
limited
liability
company,
the
secretary
of
state
shall
serve
the
company
with
written
notice
of
such
determination
under
section
489.116.
2.
If
the
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
within
sixty
days
after
service
of
the
notice
under
section
489.116,
the
secretary
of
state
shall
administratively
dissolve
the
company
by
signing
a
certificate
of
dissolution
that
recites
the
ground
or
grounds
for
dissolution
and
its
effective
date.
The
secretary
of
state
shall
file
the
original
of
the
certificate
and
serve
a
copy
on
the
company
under
section
489.116.
3.
A
limited
liability
company
administratively
dissolved
continues
its
existence
but
shall
not
carry
on
any
business
except
that
necessary
to
wind
up
and
liquidate
its
business
and
affairs
under
section
489.702
and
notify
claimants
under
sections
489.703
and
489.704.
4.
The
administrative
dissolution
of
a
limited
liability
company
does
not
terminate
the
authority
of
its
registered
agent.
Sec.
64.
Section
489.801,
Code
2023,
is
amended
to
read
as
follows:
489.801
Governing
law.
1.
Subject
to
sections
489.14402
and
489.14404
,
the
law
of
the
state
or
other
jurisdiction
under
which
The
law
of
the
jurisdiction
of
formation
of
a
foreign
limited
liability
company
is
formed
governs
all
of
the
following:
a.
The
internal
affairs
of
the
foreign
limited
liability
House
File
655,
p.
83
company.
b.
The
liability
of
a
member
as
member
and
a
manager
as
manager
for
the
debts,
obligations,
or
other
liabilities
a
debt,
obligation,
or
other
liability
of
the
foreign
limited
liability
company.
c.
The
liability
of
a
series
of
the
foreign
limited
liability
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
is
not
precluded
from
registering
to
do
business
in
this
state
because
of
any
difference
between
the
law
of
the
foreign
limited
liability
company’s
jurisdiction
of
formation
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
Registration
of
a
foreign
limited
liability
company
to
do
business
in
this
state
does
not
permit
the
foreign
limited
liability
company
to
engage
in
any
business
or
affairs
or
exercise
any
power
that
a
limited
liability
company
cannot
lawfully
engage
in
or
exercise
in
this
state.
Sec.
65.
NEW
SECTION
.
489.805A
Special
litigation
committee.
1.
If
a
limited
liability
company
is
named
as
or
made
a
party
in
a
derivative
proceeding,
the
company
may
appoint
a
special
litigation
committee
to
investigate
the
claims
asserted
in
the
proceeding
and
determine
whether
pursuing
the
action
is
in
the
best
interests
of
the
company.
If
the
company
appoints
a
special
litigation
committee,
on
motion
by
the
committee
made
in
the
name
of
the
company,
except
for
good
cause
shown,
the
court
shall
stay
discovery
for
the
time
reasonably
necessary
to
permit
the
committee
to
make
its
investigation.
This
subsection
does
not
prevent
the
court
from
doing
any
of
the
following:
a.
Enforcing
a
person’s
right
to
information
under
section
489.410.
b.
Granting
extraordinary
relief
in
the
form
of
a
temporary
restraining
order
or
preliminary
injunction.
House
File
655,
p.
84
2.
A
special
litigation
committee
must
be
composed
of
one
or
more
disinterested
and
independent
individuals,
who
may
be
members.
3.
A
special
litigation
committee
may
be
appointed
as
follows:
a.
In
a
member-managed
limited
liability
company,
any
of
the
following:
(1)
By
the
affirmative
vote
or
consent
of
a
majority
of
the
members
not
named
as
parties
in
the
proceeding.
(2)
If
all
members
are
named
as
parties
in
the
proceeding,
by
a
majority
of
the
members
named
as
defendants.
b.
In
a
manager-managed
limited
liability
company,
any
of
the
following:
(1)
By
a
majority
of
the
managers
not
named
as
parties
in
the
proceeding.
(2)
If
all
managers
are
named
as
parties
in
the
proceeding,
by
a
majority
of
the
managers
named
as
defendants.
4.
After
appropriate
investigation,
a
special
litigation
committee
may
determine
that
it
is
in
the
best
interests
of
the
limited
liability
company
that
the
proceeding
comply
with
any
of
the
following:
a.
Continue
under
the
control
of
the
plaintiff.
b.
Continue
under
the
control
of
the
committee.
c.
Be
settled
on
terms
approved
by
the
committee.
d.
Be
dismissed.
5.
After
making
a
determination
under
subsection
4,
a
special
litigation
committee
shall
file
with
the
court
a
statement
of
its
determination
and
its
report
supporting
its
determination
and
shall
serve
each
party
with
a
copy
of
the
determination
and
report.
The
court
shall
determine
whether
the
members
of
the
committee
were
disinterested
and
independent
and
whether
the
committee
conducted
its
investigation
and
made
its
recommendation
in
good
faith,
independently,
and
with
reasonable
care,
with
the
committee
having
the
burden
of
proof.
If
the
court
finds
that
the
members
of
the
committee
were
disinterested
and
independent
and
that
the
committee
acted
in
good
faith,
independently,
and
with
reasonable
care,
the
court
shall
enforce
the
determination
of
the
committee.
Otherwise,
the
court
shall
dissolve
the
stay
of
discovery
entered
under
House
File
655,
p.
85
subsection
1
and
allow
the
action
to
continue
under
the
control
of
the
plaintiff.
Sec.
66.
Section
489.809,
Code
2023,
is
amended
to
read
as
follows:
489.809
Action
by
attorney
general.
The
attorney
general
may
maintain
an
action
to
enjoin
a
foreign
limited
liability
company
from
transacting
doing
business
in
this
state
in
violation
of
this
article
chapter
.
Sec.
67.
Section
489.902,
Code
2023,
is
amended
to
read
as
follows:
489.902
Derivative
action.
A
member
may
maintain
a
derivative
action
to
enforce
a
right
of
a
limited
liability
company
as
follows:
1.
The
A
member
may
maintain
a
derivative
action
to
enforce
a
right
of
a
limited
liability
company,
if
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.
2.
A
demand
under
subsection
1
would
be
futile.
Sec.
68.
Section
489.904,
Code
2023,
is
amended
to
read
as
follows:
489.904
Pleading.
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.
2.
If
a
demand
has
not
been
made,
the
reasons
a
demand
under
section
489.902,
subsection
1
,
would
be
Why
demand
should
be
excused
as
futile.
Sec.
69.
NEW
SECTION
.
489.905
Activities
not
constituting
doing
business
in
this
state.
1.
Activities
of
a
foreign
limited
liability
company
that
do
not
constitute
doing
business
in
this
state
for
purposes
of
House
File
655,
p.
86
this
subchapter
include
all
of
the
following:
a.
Maintaining,
defending,
mediating,
arbitrating,
or
settling
a
proceeding.
b.
Carrying
on
any
activity
concerning
the
internal
affairs
of
the
foreign
limited
liability
company,
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
securities
of
the
foreign
limited
liability
company
or
maintaining
trustees
or
depositories
with
respect
to
those
securities.
e.
Selling
through
independent
contractors.
f.
Soliciting
or
obtaining
orders
by
any
means
if
the
orders
require
acceptance
outside
this
state
before
they
become
contracts.
g.
Creating
or
acquiring
indebtedness,
mortgages,
or
security
interests
in
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
not
in
the
course
of
similar
transactions.
j.
Owning,
protecting,
and
maintaining
property.
k.
Doing
business
in
interstate
commerce.
2.
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
the
laws
of
this
state
other
than
this
chapter.
Sec.
70.
Section
489.906,
Code
2023,
is
amended
to
read
as
follows:
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
limited
liability
company.
House
File
655,
p.
87
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.
3.
A
derivative
action
on
behalf
of
a
limited
liability
company
shall
not
be
voluntarily
dismissed
or
settled
without
the
court’s
approval.
Sec.
71.
NEW
SECTION
.
489.906A
Noncomplying
name
of
foreign
limited
liability
company.
1.
A
foreign
limited
liability
company
whose
name
does
not
comply
with
section
489.108
shall
not
register
to
do
business
in
this
state
until
it
adopts,
for
the
purpose
of
doing
business
in
this
state,
an
alternate
name
that
complies
with
section
489.108
by
filing
a
foreign
registration
statement
under
section
489.911B,
or
if
applicable,
a
transfer
of
registration
statement
under
section
489.910,
setting
forth
that
alternate
name.
After
registering
to
do
business
in
this
state
with
an
alternate
name,
a
foreign
limited
liability
company
shall
do
business
in
this
state
under
any
of
the
following:
a.
The
alternate
name.
b.
The
foreign
limited
liability
company’s
name,
with
the
addition
of
its
jurisdiction
of
formation.
2.
If
a
registered
foreign
limited
liability
company
changes
its
name
after
registration
to
a
name
that
does
not
comply
with
section
489.108,
it
shall
not
do
business
in
this
state
until
it
complies
with
subsection
1
by
amending
its
registration
statement
to
adopt
an
alternate
name
that
complies
with
section
489.108.
Sec.
72.
NEW
SECTION
.
489.907
Withdrawal
of
registration
of
registered
foreign
limited
liability
company.
1.
A
registered
foreign
limited
liability
company
may
withdraw
its
registration
by
delivering
a
statement
of
withdrawal
to
the
secretary
of
state
for
filing.
The
statement
of
withdrawal
must
be
signed
by
the
foreign
limited
liability
company
and
state
all
of
the
following:
a.
The
name
of
the
foreign
limited
liability
company
and
its
jurisdiction
of
formation.
House
File
655,
p.
88
b.
That
the
foreign
limited
liability
company
is
not
doing
business
in
this
state
and
that
it
withdraws
its
registration
to
do
business
in
this
state.
c.
That
the
foreign
limited
liability
company
revokes
the
authority
of
its
registered
agent
in
this
state.
d.
An
address
to
which
process
on
the
foreign
limited
liability
company
may
be
sent
by
the
secretary
of
state
under
section
489.116,
subsection
3.
2.
After
the
withdrawal
of
the
registration
of
a
foreign
limited
liability
company,
service
of
process
in
any
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
entity
was
registered
to
do
business
in
this
state
may
be
made
as
provided
in
section
489.116.
Sec.
73.
NEW
SECTION
.
489.908
Deemed
withdrawal
upon
domestication
or
conversion
to
certain
domestic
entities.
A
registered
foreign
limited
liability
company
that
domesticates
to
a
domestic
limited
liability
company
or
converts
to
a
domestic
business
corporation
or
domestic
nonprofit
corporation
or
any
type
of
domestic
filing
entity
or
to
a
domestic
limited
liability
partnership
is
deemed
to
have
withdrawn
its
registration
on
the
effectiveness
of
such
event.
Sec.
74.
NEW
SECTION
.
489.909
Withdrawal
upon
dissolution
or
conversion
to
certain
nonfiling
entities.
1.
A
registered
foreign
limited
liability
company
that
has
dissolved
and
completed
winding
up
or
has
converted
to
a
domestic
or
foreign
nonfiling
entity
other
than
a
limited
liability
partnership
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
of
withdrawal.
The
statement
must
be
signed
by
the
dissolved
foreign
limited
liability
company
or
the
converted
domestic
or
foreign
nonfiling
entity
and
state:
a.
In
the
case
of
a
foreign
limited
liability
company
that
has
completed
winding
up
all
of
the
following:
(1)
Its
name
and
jurisdiction
of
formation.
(2)
That
the
foreign
limited
liability
company
withdraws
its
registration
to
do
business
in
this
state
and
revokes
the
authority
of
its
registered
agent
to
accept
service
on
its
behalf.
(3)
An
address
to
which
process
on
the
foreign
limited
liability
company
may
be
sent
by
the
secretary
of
state
under
House
File
655,
p.
89
section
489.116,
subsection
3.
b.
In
the
case
of
a
foreign
limited
liability
company
that
has
converted
to
a
domestic
or
foreign
nonfiling
entity
other
than
a
limited
liability
partnership,
all
of
the
following:
(1)
The
name
of
the
converting
foreign
limited
liability
company
and
its
jurisdiction
of
formation.
(2)
The
type
of
the
nonfiling
entity
to
which
it
has
converted
and
its
name
and
jurisdiction
of
formation.
(3)
That
it
withdraws
its
registration
to
do
business
in
this
state
and
revokes
the
authority
of
its
registered
agent
to
accept
service
on
its
behalf.
(4)
An
address
to
which
process
on
the
foreign
limited
liability
company
may
be
sent
by
the
secretary
of
state
under
section
489.116,
subsection
3.
2.
After
the
withdrawal
of
the
registration
of
a
foreign
limited
liability
company,
service
of
process
in
any
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
entity
was
registered
to
do
business
in
this
state
may
be
made
as
provided
in
section
489.116.
Sec.
75.
NEW
SECTION
.
489.910
Transfer
of
registration.
1.
If
a
registered
foreign
limited
liability
company
merges
into
a
nonregistered
foreign
entity
or
converts
to
a
foreign
entity
required
to
register
with
the
secretary
of
state
to
do
business
in
this
state,
the
foreign
entity
shall
deliver
to
the
secretary
of
state
for
filing
a
transfer
of
registration
statement.
The
transfer
of
registration
statement
must
be
signed
by
the
surviving
or
converted
foreign
entity
and
state
all
of
the
following:
a.
The
name
of
the
registered
foreign
limited
liability
company
and
its
jurisdiction
of
formation
before
the
merger
or
conversion.
b.
The
name
and
type
of
the
surviving
or
converted
foreign
entity
and
its
jurisdiction
of
formation
after
the
merger
or
conversion
and,
if
the
name
does
not
comply
with
section
489.108,
an
alternate
name
adopted
pursuant
to
section
489.906A.
c.
All
of
the
following
information
regarding
the
surviving
or
converted
foreign
entity
after
the
merger
or
conversion:
(1)
The
street
and
mailing
addresses
of
the
principal
office
House
File
655,
p.
90
of
the
foreign
entity
and,
if
the
law
of
the
foreign
entity’s
jurisdiction
of
formation
requires
it
to
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
addresses
of
that
office.
(2)
The
street
and
mailing
addresses
of
the
place
of
business
of
the
foreign
entity’s
registered
agent
in
this
state
and
the
name
of
its
registered
agent.
2.
On
the
effective
date
of
a
transfer
of
registration
statement
as
determined
in
accordance
with
section
489.207,
the
registration
of
the
registered
foreign
limited
liability
company
to
do
business
in
this
state
is
transferred
without
interruption
to
the
foreign
entity
into
which
it
has
merged
or
to
which
it
has
been
converted.
Sec.
76.
NEW
SECTION
.
489.911
Administrative
termination
of
registration.
1.
The
secretary
of
state
may
terminate
the
registration
of
a
registered
foreign
limited
liability
company
in
the
manner
provided
in
subsections
2
and
3,
if
any
of
the
following
applies:
a.
The
foreign
limited
liability
company
does
not
pay
within
sixty
days
after
they
are
due
any
fees,
taxes,
interest,
or
penalties
imposed
by
this
chapter
or
other
laws
of
this
state.
b.
The
foreign
limited
liability
company
does
not
deliver
its
biennial
report
to
the
secretary
of
state
within
sixty
days
after
it
is
due.
c.
The
foreign
limited
liability
company
is
without
a
registered
agent
or
its
registered
agent
has
no
place
of
business
in
this
state
for
sixty
days
or
more.
d.
The
secretary
of
state
has
not
been
notified
within
sixty
days
that
the
foreign
limited
liability
company’s
registered
agent
or
the
registered
agent’s
place
of
business
has
been
changed,
that
its
registered
agent
has
resigned,
or
that
its
registered
office
has
been
discontinued.
2.
The
secretary
of
state
may
terminate
the
registration
of
a
registered
foreign
limited
liability
company
by
doing
all
of
the
following:
a.
Filing
a
certificate
of
termination.
b.
Delivering
a
copy
of
the
certificate
of
termination
to
the
foreign
company’s
registered
agent
or,
if
the
foreign
House
File
655,
p.
91
company
does
not
have
a
registered
agent,
to
the
foreign
company’s
principal
office.
3.
The
certificate
of
termination
must
state
all
of
the
following:
a.
The
effective
date
of
the
termination,
which
must
be
not
less
than
sixty
days
after
the
secretary
of
state
delivers
the
copy
of
the
certificate
of
termination
as
prescribed
in
subsection
2,
paragraph
“b”
.
b.
The
grounds
for
termination
under
subsection
1.
4.
The
registration
of
a
registered
foreign
limited
liability
company
to
do
business
in
this
state
ceases
on
the
effective
date
of
the
termination
as
set
forth
in
the
certificate
of
termination,
unless
before
that
date
the
foreign
company
cures
each
ground
for
termination
stated
in
the
certificate
of
termination.
If
the
foreign
company
cures
each
ground,
the
secretary
of
state
shall
file
a
statement
that
the
certificate
of
termination
is
withdrawn.
5.
After
the
effective
date
of
the
termination
as
set
forth
in
the
certificate
of
termination,
service
of
process
in
any
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
entity
was
registered
to
do
business
in
this
state
may
be
made
as
provided
in
section
489.116.
Sec.
77.
NEW
SECTION
.
489.911A
Registration
to
do
business
in
this
state.
1.
A
foreign
limited
liability
company
shall
not
do
business
in
this
state
until
it
registers
with
the
secretary
of
state
under
this
chapter.
2.
A
foreign
limited
liability
company
doing
business
in
this
state
shall
not
maintain
a
proceeding
in
any
court
of
this
state
until
it
is
registered
to
do
business
in
this
state.
3.
The
failure
of
a
foreign
limited
liability
company
to
register
to
do
business
in
this
state
does
not
impair
the
validity
of
a
contract
or
act
of
the
foreign
company
or
preclude
it
from
defending
a
proceeding
in
this
state.
4.
A
limitation
on
the
liability
of
a
member
or
manager
of
a
foreign
limited
liability
company
is
not
waived
solely
because
the
foreign
company
does
business
in
this
state
without
registering.
5.
Section
489.801,
subsection
1,
applies
even
if
a
House
File
655,
p.
92
foreign
limited
liability
company
fails
to
register
under
this
subchapter.
Sec.
78.
NEW
SECTION
.
489.911B
Foreign
registration
statement.
1.
To
register
to
do
business
in
this
state,
a
foreign
limited
liability
company
shall
deliver
a
foreign
registration
statement
to
the
secretary
of
state
for
filing.
The
registration
statement
must
be
signed
by
the
foreign
company
and
state
all
of
the
following:
a.
The
name
of
the
foreign
limited
liability
company
and,
if
the
name
does
not
comply
with
section
489.108,
an
alternate
name
as
required
by
section
489.906A.
b.
The
foreign
limited
liability
company’s
jurisdiction
of
formation.
c.
The
street
and
mailing
addresses
of
the
foreign
limited
liability
company’s
principal
office
and,
if
the
law
of
the
foreign
company’s
jurisdiction
of
formation
requires
the
foreign
company
to
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
addresses
of
that
required
office.
d.
The
street
and
mailing
addresses
of
the
place
of
business
of
the
foreign
limited
liability
company’s
registered
agent
in
this
state
and
the
name
of
its
registered
agent.
2.
The
foreign
limited
liability
company
shall
deliver
the
completed
foreign
registration
statement
to
the
secretary
of
state,
and
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
corporate
records
in
the
state
or
country
under
whose
law
it
is
incorporated
which
is
dated
no
earlier
than
ninety
days
prior
to
the
date
the
application
is
filed
by
the
secretary
of
state.
Sec.
79.
NEW
SECTION
.
489.911C
Amendment
of
foreign
registration
statement.
A
registered
foreign
limited
liability
company
shall
sign
and
deliver
to
the
secretary
of
state
for
filing
an
amendment
to
its
foreign
registration
statement
if
there
is
a
change
in
any
of
the
following:
1.
Its
name
or
alternate
name.
2.
Its
jurisdiction
of
formation,
unless
its
registration
is
deemed
to
have
been
withdrawn
under
section
489.908
or
House
File
655,
p.
93
transferred
under
section
489.910.
3.
An
address
required
by
section
489.911B,
subsection
1,
paragraph
“c”
.
4.
The
information
required
by
section
489.911B,
subsection
1,
paragraph
“d”
.
Sec.
80.
Section
489.1001,
Code
2023,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
489.1001
Definitions.
As
used
in
this
subchapter,
unless
the
context
otherwise
requires:
1.
“Acquired
entity”
means
the
entity,
all
of
one
or
more
classes
or
series
of
interests
of
which
are
acquired
in
an
interest
exchange.
2.
“Acquiring
entity”
means
the
entity
that
acquires
all
of
one
or
more
classes
or
series
of
interests
of
the
acquired
entity
in
an
interest
exchange.
3.
“Conversion”
means
a
transaction
authorized
by
part
4.
4.
“Converted
entity”
means
the
converting
entity
as
it
continues
in
existence
after
a
conversion.
5.
“Converting
entity”
means
the
domestic
entity
that
approves
a
plan
of
conversion
pursuant
to
section
489.1043
or
the
foreign
entity
that
approves
a
conversion
pursuant
to
the
law
of
its
jurisdiction
of
formation.
6.
“Distributional
interest”
means
the
right
under
an
unincorporated
entity’s
organic
law
and
organic
rules
to
receive
distributions
from
the
entity.
7.
“Domestic”
,
with
respect
to
an
entity,
means
governed
as
to
its
internal
affairs
by
the
law
of
this
state.
8.
“Domesticated
limited
liability
company”
means
the
domesticating
limited
liability
company
as
it
continues
in
existence
after
a
domestication.
9.
“Domesticating
limited
liability
company”
means
the
domestic
limited
liability
company
that
approves
a
plan
of
domestication
pursuant
to
section
489.1053
or
the
foreign
limited
liability
company
that
approves
a
domestication
pursuant
to
the
law
of
its
jurisdiction
of
formation.
10.
“Domestication”
means
a
transaction
authorized
by
part
5.
11.
a.
“Entity”
means
any
of
the
following:
House
File
655,
p.
94
(1)
A
business
corporation.
(2)
A
nonprofit
corporation.
(3)
A
general
partnership,
including
a
limited
liability
partnership.
(4)
A
limited
partnership,
including
a
limited
liability
limited
partnership.
(5)
A
limited
liability
company.
(6)
A
domestic
cooperative.
(7)
An
unincorporated
nonprofit
association.
(8)
A
statutory
trust,
business
trust,
or
common-law
business
trust.
(9)
Any
other
person
that
has
any
of
the
following:
(a)
A
legal
existence
separate
from
any
interest
holder
of
that
person.
(b)
The
power
to
acquire
an
interest
in
real
property
in
its
own
name.
b.
“Entity”
does
not
include
any
of
the
following:
(1)
An
individual.
(2)
A
trust
with
a
predominantly
donative
purpose
or
a
charitable
trust.
(3)
An
association
or
relationship
that
is
not
an
entity
listed
in
paragraph
“a”
and
is
not
a
partnership
under
the
rules
stated
in
section
486A.202,
subsection
3,
or
a
similar
provision
of
the
law
of
another
jurisdiction.
(4)
A
decedent’s
estate.
(5)
A
government
or
a
governmental
subdivision,
agency,
or
instrumentality.
12.
“Filing
entity”
means
an
entity
whose
formation
requires
the
filing
of
a
public
organic
record.
The
term
does
not
include
a
limited
liability
partnership.
13.
“Foreign”
,
with
respect
to
an
entity,
means
an
entity
governed
as
to
its
internal
affairs
by
the
law
of
a
jurisdiction
other
than
this
state.
14.
“Governance
interest”
means
a
right
under
the
organic
law
or
organic
rules
of
an
unincorporated
entity,
other
than
as
a
governor,
agent,
assignee,
or
proxy,
to
any
of
the
following:
a.
Receive
or
demand
access
to
information
concerning,
or
the
books
and
records
of,
the
entity.
b.
Vote
for
or
consent
to
the
election
of
the
governors
of
House
File
655,
p.
95
the
entity.
c.
Receive
notice
of
or
vote
on
or
consent
to
an
issue
involving
the
internal
affairs
of
the
entity.
15.
“Governor”
means
any
of
the
following:
a.
A
director
of
a
business
corporation.
b.
A
director
or
trustee
of
a
nonprofit
corporation.
c.
A
general
partner
of
a
general
partnership.
d.
A
general
partner
of
a
limited
partnership.
e.
A
manager
of
a
manager-managed
limited
liability
company.
f.
A
member
of
a
member-managed
limited
liability
company.
g.
A
director
of
a
domestic
cooperative.
h.
A
manager
of
an
unincorporated
nonprofit
association.
i.
A
trustee
of
a
statutory
trust,
business
trust,
or
common-law
business
trust.
j.
Any
other
person
under
whose
authority
the
powers
of
an
entity
are
exercised
and
under
whose
direction
the
activities
and
affairs
of
the
entity
are
managed
pursuant
to
the
organic
law
and
organic
rules
of
the
entity.
16.
“Interest”
means
any
of
the
following:
a.
A
share
in
a
business
corporation.
b.
A
membership
in
a
nonprofit
corporation.
c.
A
partnership
interest
in
a
general
partnership.
d.
A
partnership
interest
in
a
limited
partnership.
e.
A
membership
interest
in
a
limited
liability
company.
f.
A
share
in
a
domestic
cooperative.
g.
A
membership
in
an
unincorporated
nonprofit
association.
h.
A
beneficial
interest
in
a
statutory
trust,
business
trust,
or
common-law
business
trust.
i.
A
governance
interest
or
distributional
interest
in
any
other
type
of
unincorporated
entity.
17.
“Interest
exchange”
means
a
transaction
authorized
by
part
3.
18.
“Interest
holder”
means
any
of
the
following:
a.
A
shareholder
of
a
business
corporation.
b.
A
member
of
a
nonprofit
corporation.
c.
A
general
partner
of
a
general
partnership.
d.
A
general
partner
of
a
limited
partnership.
e.
A
limited
partner
of
a
limited
partnership.
f.
A
member
of
a
limited
liability
company.
House
File
655,
p.
96
g.
A
shareholder
of
a
domestic
cooperative.
h.
A
member
of
an
unincorporated
nonprofit
association.
i.
A
beneficiary
or
beneficial
owner
of
a
statutory
trust,
business
trust,
or
common-law
business
trust.
j.
Any
other
direct
holder
of
an
interest.
19.
“Interest
holder
liability”
means
any
of
the
following:
a.
Personal
liability
for
a
liability
of
an
entity
which
is
imposed
on
a
person
due
to
any
of
the
following:
(1)
Solely
by
reason
of
the
status
of
the
person
as
an
interest
holder.
(2)
By
the
organic
rules
of
the
entity
which
make
one
or
more
specified
interest
holders
or
categories
of
interest
holders
liable
in
their
capacity
as
interest
holders
for
all
or
specified
liabilities
of
the
entity.
b.
An
obligation
of
an
interest
holder
under
the
organic
rules
of
an
entity
to
contribute
to
the
entity.
20.
“Merger”
means
a
transaction
authorized
by
part
2.
21.
“Merging
entity”
means
an
entity
that
is
a
party
to
a
merger
and
exists
immediately
before
the
merger
becomes
effective.
22.
“Organic
law”
means
the
law
of
an
entity’s
jurisdiction
of
formation
governing
the
internal
affairs
of
the
entity.
23.
“Organic
rules”
means
the
public
organic
record
and
private
organic
rules
of
an
entity.
24.
“Plan”
means
a
plan
of
merger,
plan
of
interest
exchange,
plan
of
conversion,
or
plan
of
domestication.
25.
“Plan
of
conversion”
means
a
plan
under
section
489.1042.
26.
“Plan
of
domestication”
means
a
plan
under
section
489.1052.
27.
“Plan
of
interest
exchange”
means
a
plan
under
section
489.1032.
28.
“Plan
of
merger”
means
a
plan
under
section
489.1022.
29.
a.
“Private
organic
rules”
means
the
rules,
whether
or
not
in
a
record,
that
govern
the
internal
affairs
of
an
entity,
are
binding
on
all
its
interest
holders,
and
are
not
part
of
its
public
organic
record,
if
any.
b.
“Private
organic
rules”
includes
all
of
the
following:
(1)
The
bylaws
of
a
business
corporation.
House
File
655,
p.
97
(2)
The
bylaws
of
a
nonprofit
corporation.
(3)
The
partnership
agreement
of
a
general
partnership.
(4)
The
partnership
agreement
of
a
limited
partnership.
(5)
The
operating
agreement
of
a
limited
liability
company.
(6)
The
bylaws
of
a
domestic
cooperative.
(7)
The
governing
principles
of
an
unincorporated
nonprofit
association.
(8)
The
trust
instrument
of
a
statutory
trust
or
similar
rules
of
a
business
trust
or
common-law
business
trust.
30.
“Protected
agreement”
means
any
of
the
following:
a.
A
record
evidencing
indebtedness
and
any
related
agreement
in
effect
on
January
1,
2009.
b.
An
agreement
that
is
binding
on
an
entity
on
January
1,
2009.
c.
The
organic
rules
of
an
entity
in
effect
on
January
1,
2009.
d.
An
agreement
that
is
binding
on
any
of
the
governors
or
interest
holders
of
an
entity
on
January
1,
2009.
31.
a.
“Public
organic
record”
means
the
record
the
filing
of
which
by
the
secretary
of
state
is
required
to
form
an
entity
and
any
amendment
to
or
restatement
of
that
record.
b.
“Public
organic
record”
includes
any
of
the
following:
(1)
The
articles
of
incorporation
of
a
business
corporation.
(2)
The
articles
of
incorporation
of
a
nonprofit
corporation.
(3)
The
certificate
of
limited
partnership
of
a
limited
partnership.
(4)
The
certificate
of
organization
of
a
limited
liability
company.
(5)
The
articles
of
incorporation
of
a
domestic
cooperative.
(6)
The
certificate
of
trust
of
a
statutory
trust
or
similar
record
of
a
business
trust.
32.
“Registered
foreign
entity”
means
a
foreign
entity
that
is
registered
to
do
business
in
this
state
pursuant
to
a
record
filed
by
the
secretary
of
state.
33.
“Statement
of
conversion”
means
a
statement
under
section
489.1045.
House
File
655,
p.
98
34.
“Statement
of
domestication”
means
a
statement
under
section
489.1055.
35.
“Statement
of
interest
exchange”
means
a
statement
under
section
489.1035.
36.
“Statement
of
merger”
means
a
statement
under
section
489.1025.
37.
“Surviving
entity”
means
the
entity
that
continues
in
existence
after
or
is
created
by
a
merger.
38.
“Type
of
entity”
means
a
generic
form
of
entity
that
is
any
of
the
following:
a.
Recognized
at
common
law.
b.
Formed
under
an
organic
law,
whether
or
not
some
entities
formed
under
that
organic
law
are
subject
to
provisions
of
that
law
that
create
different
categories
of
the
form
of
entity.
Sec.
81.
Section
489.1002,
Code
2023,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
489.1002
Relationship
of
subchapter
to
other
laws.
1.
This
subchapter
does
not
authorize
an
act
prohibited
by,
and
does
not
affect
the
application
or
requirements
of,
law
other
than
this
subchapter.
2.
A
transaction
effected
under
this
subchapter
shall
not
create
or
impair
a
right,
duty,
or
obligation
of
a
person
under
the
statutory
law
of
this
state
other
than
this
subchapter
relating
to
a
change
in
control,
takeover,
business
combination,
control-share
acquisition,
or
similar
transaction
involving
a
domestic
merging,
acquired,
converting,
or
domesticating
business
corporation
unless
any
of
the
following
applies:
a.
If
the
corporation
does
not
survive
the
transaction,
the
transaction
satisfies
any
requirements
of
the
law.
b.
If
the
corporation
survives
the
transaction,
the
approval
of
the
plan
is
by
a
vote
of
the
shareholders
or
directors
which
would
be
sufficient
to
create
or
impair
the
right,
duty,
or
obligation
directly
under
the
law.
Sec.
82.
Section
489.1003,
Code
2023,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
489.1003
Required
notice
or
approval.
1.
A
domestic
or
foreign
entity
that
is
required
to
give
notice
to,
or
obtain
the
approval
of,
a
governmental
agency
House
File
655,
p.
99
or
officer
of
this
state
to
be
a
party
to
a
merger
must
give
the
notice
or
obtain
the
approval
to
be
a
party
to
an
interest
exchange,
conversion,
or
domestication.
2.
Property
held
for
a
charitable
purpose
under
the
law
of
this
state
by
a
domestic
or
foreign
entity
immediately
before
a
transaction
under
this
subchapter
becomes
effective
may
be
diverted
from
the
objects
for
which
it
was
donated,
granted,
devised,
or
otherwise
transferred
only
to
the
extent
a
public
benefit
corporation
is
able
to
divert
from
such
objects
under
chapter
504.
3.
A
bequest,
devise,
gift,
grant,
or
promise
contained
in
a
will
or
other
instrument
of
donation,
subscription,
or
conveyance
which
is
made
to
a
merging
entity
that
is
not
the
surviving
entity
and
which
takes
effect
or
remains
payable
after
the
merger
inures
to
the
surviving
entity.
4.
A
trust
obligation
that
would
govern
property
if
transferred
to
a
nonsurviving
entity
applies
to
property
that
is
transferred
to
the
surviving
entity
under
this
section.
Sec.
83.
Section
489.1004,
Code
2023,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
489.1004
Nonexclusivity.
The
fact
that
a
transaction
under
this
subchapter
produces
a
certain
result
does
not
preclude
the
same
result
from
being
accomplished
in
any
other
manner
permitted
by
law
other
than
this
subchapter.
Sec.
84.
Section
489.1005,
Code
2023,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
489.1005
Reference
to
external
facts.
1.
A
plan
may
refer
to
facts
ascertainable
outside
the
plan
if
the
manner
in
which
the
facts
will
operate
upon
the
plan
is
specified
in
the
plan.
The
facts
may
include
the
occurrence
of
an
event
or
a
determination
or
action
by
a
person,
whether
or
not
the
event,
determination,
or
action
is
within
the
control
of
a
party
to
the
transaction.
2.
The
following
provisions
of
a
record
delivered
to
the
secretary
of
state
for
filing
under
this
chapter
or
a
plan
delivered
for
filing
in
lieu
of
a
statement
shall
not
be
made
dependent
on
facts
outside
the
record
or
plan:
a.
The
name
and
address
of
any
person.
House
File
655,
p.
100
b.
The
registered
office
of
any
entity.
c.
The
registered
agent
of
any
entity.
d.
The
number
of
authorized
interests
and
designation
of
each
class
or
series
of
interests.
e.
The
effective
date
of
a
record
delivered
to
the
secretary
of
state
for
filing.
f.
Any
required
statement
in
a
record
delivered
to
the
secretary
of
state
for
filing
of
the
date
on
which
the
underlying
transaction
was
approved
or
the
manner
in
which
that
approval
was
given.
Sec.
85.
Section
489.1006,
Code
2023,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
489.1006
Appraisal
rights.
An
interest
holder
of
a
domestic
merging,
acquired,
converting,
or
domesticating
limited
liability
company
is
entitled
to
contractual
appraisal
rights
in
connection
with
a
transaction
under
this
subchapter
to
the
extent
provided
in
any
of
the
following:
1.
The
operating
agreement.
2.
The
plan.
Sec.
86.
Section
489.1007,
Code
2023,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
489.1007
Excluded
entities
and
transactions.
This
subchapter
shall
not
be
used
to
effect
a
transaction
involving
a
bank,
insurance
company,
or
public
utility
where
any
chapter
governing
the
regulation
of
such
entity
does
not
permit
the
transaction.
Sec.
87.
NEW
SECTION
.
489.1021
Merger
authorized.
1.
By
complying
with
this
part,
all
of
the
following
apply:
a.
One
or
more
domestic
limited
liability
companies
may
merge
with
one
or
more
domestic
or
foreign
entities
into
a
domestic
or
foreign
surviving
entity.
b.
Two
or
more
foreign
entities
may
merge
into
a
domestic
limited
liability
company.
2.
By
complying
with
the
provisions
of
this
part
applicable
to
foreign
entities,
a
foreign
entity
may
be
a
party
to
a
merger
under
this
part
or
may
be
the
surviving
entity
in
such
a
merger
if
the
merger
is
authorized
by
the
law
of
the
foreign
entity’s
jurisdiction
of
formation.
House
File
655,
p.
101
Sec.
88.
NEW
SECTION
.
489.1022
Plan
of
merger.
1.
A
domestic
limited
liability
company
may
become
a
party
to
a
merger
under
this
part
by
approving
a
plan
of
merger.
The
plan
must
be
in
a
record
and
contain
all
of
the
following:
a.
As
to
each
merging
entity,
its
name,
jurisdiction
of
formation,
and
type
of
entity.
b.
If
the
surviving
entity
is
to
be
created
in
the
merger,
a
statement
to
that
effect
and
the
entity’s
name,
jurisdiction
of
formation,
and
type
of
entity.
c.
The
manner
of
converting
the
interests
in
each
party
to
the
merger
into
interests,
securities,
obligations,
money,
other
property,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
d.
If
the
surviving
entity
exists
before
the
merger,
any
proposed
amendments
to
all
of
the
following:
(1)
Its
public
organic
record,
if
any.
(2)
Its
private
organic
rules
that
are,
or
are
proposed
to
be,
in
a
record.
e.
If
the
surviving
entity
is
to
be
created
in
the
merger,
all
of
the
following:
(1)
Its
proposed
public
organic
record,
if
any.
(2)
The
full
text
of
its
private
organic
rules
that
are
proposed
to
be
in
a
record.
f.
The
other
terms
and
conditions
of
the
merger.
g.
Any
other
provision
required
by
the
law
of
a
merging
entity’s
jurisdiction
of
formation
or
the
organic
rules
of
a
merging
entity.
2.
In
addition
to
the
requirements
of
subsection
1,
a
plan
of
merger
may
contain
any
other
provision
not
prohibited
by
law.
Sec.
89.
NEW
SECTION
.
489.1023
Approval
of
merger.
1.
A
plan
of
merger
is
not
effective
unless
it
has
been
approved
according
to
all
of
the
following:
a.
By
a
domestic
merging
limited
liability
company,
by
all
the
members
of
the
company
entitled
to
vote
on
or
consent
to
any
matter.
b.
In
a
record,
by
each
member
of
a
domestic
merging
limited
liability
company
which
will
have
interest
holder
liability
for
debts,
obligations,
and
other
liabilities
that
are
incurred
House
File
655,
p.
102
after
the
merger
becomes
effective,
unless
all
of
the
following
apply:
(1)
The
operating
agreement
of
the
limited
liability
company
provides
in
a
record
for
the
approval
of
a
merger
in
which
some
or
all
of
its
members
become
subject
to
interest
holder
liability
by
the
affirmative
vote
or
consent
of
fewer
than
all
the
members.
(2)
The
member
consented
in
a
record
to
or
voted
for
that
provision
of
the
operating
agreement
or
became
a
member
after
the
adoption
of
that
provision.
2.
A
merger
involving
a
domestic
merging
entity
that
is
not
a
limited
liability
company
is
not
effective
unless
the
merger
is
approved
by
that
entity
in
accordance
with
its
organic
law.
3.
A
merger
involving
a
foreign
merging
entity
is
not
effective
unless
the
merger
is
approved
by
the
foreign
entity
in
accordance
with
the
law
of
the
foreign
entity’s
jurisdiction
of
formation.
Sec.
90.
NEW
SECTION
.
489.1024
Amendment
or
abandonment
of
plan
of
merger.
1.
A
plan
of
merger
may
be
amended
only
with
the
consent
of
each
party
to
the
plan,
except
as
otherwise
provided
in
the
plan.
2.
A
domestic
merging
limited
liability
company
may
approve
an
amendment
of
a
plan
of
merger
according
to
any
of
the
following:
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
does
not
provide
for
the
manner
in
which
it
may
be
amended.
b.
By
its
managers
or
members
in
the
manner
provided
in
the
plan,
but
a
member
that
was
entitled
to
vote
on
or
consent
to
approval
of
the
merger
is
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
interests,
securities,
obligations,
money,
other
property,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing,
to
be
received
by
the
interest
holders
of
any
party
to
the
plan.
(2)
The
public
organic
record,
if
any,
or
private
organic
rules
of
the
surviving
entity
that
will
be
in
effect
immediately
after
the
merger
becomes
effective,
except
for
changes
that
do
not
require
approval
of
the
interest
holders
of
House
File
655,
p.
103
the
surviving
entity
under
its
organic
law
or
organic
rules.
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
change
would
adversely
affect
the
member
in
any
material
respect.
3.
After
a
plan
of
merger
has
been
approved
and
before
a
statement
of
merger
becomes
effective,
the
plan
may
be
abandoned
as
provided
in
the
plan.
Unless
prohibited
by
the
plan,
a
domestic
merging
limited
liability
company
may
abandon
the
plan
in
the
same
manner
as
the
plan
was
approved.
4.
If
a
plan
of
merger
is
abandoned
after
a
statement
of
merger
has
been
delivered
to
the
secretary
of
state
for
filing
and
before
the
statement
becomes
effective,
a
statement
of
abandonment,
signed
by
a
party
to
the
plan,
must
be
delivered
to
the
secretary
of
state
for
filing
before
the
statement
of
merger
becomes
effective.
The
statement
of
abandonment
takes
effect
on
filing,
and
the
merger
is
abandoned
and
does
not
become
effective.
The
statement
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
each
party
to
the
plan
of
merger.
b.
The
date
on
which
the
statement
of
merger
was
filed
by
the
secretary
of
state.
c.
A
statement
that
the
merger
has
been
abandoned
in
accordance
with
this
section.
Sec.
91.
NEW
SECTION
.
489.1025
Statement
of
merger
——
effective
date
of
merger.
1.
A
statement
of
merger
must
be
signed
by
each
merging
entity
and
delivered
to
the
secretary
of
state
for
filing.
2.
A
statement
of
merger
must
contain
all
of
the
following:
a.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
each
merging
entity
that
is
not
the
surviving
entity.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
surviving
entity,
and
if
the
surviving
entity
is
a
foreign
entity,
the
street
and
mailing
addresses
of
an
office
of
the
surviving
entity
that
the
secretary
of
state
may
use
for
purposes
of
section
489.1026,
subsection
5.
c.
A
statement
that
the
merger
was
approved
by
each
domestic
merging
entity,
if
any,
in
accordance
with
this
part
and
by
each
foreign
merging
entity,
if
any,
in
accordance
with
the
law
of
its
jurisdiction
of
formation.
d.
If
the
surviving
entity
exists
before
the
merger
and
is
House
File
655,
p.
104
a
domestic
filing
entity,
any
amendment
to
its
public
organic
record
approved
as
part
of
the
plan
of
merger.
e.
If
the
surviving
entity
is
created
by
the
merger
and
is
a
domestic
filing
entity,
its
public
organic
record,
as
an
attachment.
f.
If
the
surviving
entity
is
created
by
the
merger
and
is
a
domestic
limited
liability
partnership,
its
statement
of
qualification,
as
an
attachment.
3.
In
addition
to
the
requirements
of
subsection
2,
a
statement
of
merger
may
contain
any
other
provision
not
prohibited
by
law.
4.
If
the
surviving
entity
is
a
domestic
entity,
its
public
organic
record,
if
any,
must
satisfy
the
requirements
of
the
law
of
this
state,
except
that
the
public
organic
record
does
not
need
to
be
signed.
5.
If
the
surviving
entity
is
a
domestic
limited
liability
company,
the
merger
becomes
effective
when
the
statement
of
merger
is
effective.
In
all
other
cases,
the
merger
becomes
effective
on
the
later
of
the
following:
a.
The
date
and
time
provided
by
the
organic
law
of
the
surviving
entity.
b.
When
the
statement
is
effective.
Sec.
92.
NEW
SECTION
.
489.1026
Effect
of
merger.
1.
When
a
merger
becomes
effective,
all
of
the
following
apply:
a.
The
surviving
entity
continues
or
comes
into
existence.
b.
Each
merging
entity
that
is
not
the
surviving
entity
ceases
to
exist.
c.
All
property
of
each
merging
entity
vests
in
the
surviving
entity
without
transfer,
reversion,
or
impairment.
d.
All
debts,
obligations,
and
other
liabilities
of
each
merging
entity
are
debts,
obligations,
and
other
liabilities
of
the
surviving
entity.
e.
Except
as
otherwise
provided
by
law
or
the
plan
of
merger,
all
the
rights,
privileges,
immunities,
powers,
and
purposes
of
each
merging
entity
vest
in
the
surviving
entity.
f.
If
the
surviving
entity
exists
before
the
merger,
all
of
the
following
apply:
(1)
All
its
property
continues
to
be
vested
in
it
without
House
File
655,
p.
105
transfer,
reversion,
or
impairment.
(2)
It
remains
subject
to
all
its
debts,
obligations,
and
other
liabilities.
(3)
All
its
rights,
privileges,
immunities,
powers,
and
purposes
continue
to
be
vested
in
it.
g.
The
name
of
the
surviving
entity
may
be
substituted
for
the
name
of
any
merging
entity
that
is
a
party
to
any
pending
action
or
proceeding.
h.
If
the
surviving
entity
exists
before
the
merger,
all
of
the
following
apply:
(1)
Its
public
organic
record,
if
any,
is
amended
to
the
extent
provided
in
the
statement
of
merger.
(2)
Its
private
organic
rules
that
are
to
be
in
a
record,
if
any,
are
amended
to
the
extent
provided
in
the
plan
of
merger.
i.
If
the
surviving
entity
is
created
by
the
merger,
its
private
organic
rules
are
effective
and
all
of
the
following
apply:
(1)
If
it
is
a
filing
entity,
its
public
organic
record
becomes
effective.
(2)
If
it
is
a
limited
liability
partnership,
its
statement
of
qualification
becomes
effective.
j.
The
interests
in
each
merging
entity
which
are
to
be
converted
in
the
merger
are
converted,
and
the
interest
holders
of
those
interests
are
entitled
only
to
the
rights
provided
to
them
under
the
plan
of
merger
and
to
any
appraisal
rights
they
have
under
section
489.1006
and
the
merging
entity’s
organic
law.
2.
Except
as
otherwise
provided
in
the
organic
law
or
organic
rules
of
a
merging
entity,
the
merger
does
not
give
rise
to
any
rights
that
an
interest
holder,
governor,
or
third
party
would
have
upon
a
dissolution,
liquidation,
or
winding
up
of
the
merging
entity.
3.
When
a
merger
becomes
effective,
a
person
that
did
not
have
interest
holder
liability
with
respect
to
any
of
the
merging
entities
and
becomes
subject
to
interest
holder
liability
with
respect
to
a
domestic
entity
as
a
result
of
the
merger
has
interest
holder
liability
only
to
the
extent
provided
by
the
organic
law
of
that
entity
and
only
for
those
debts,
obligations,
and
other
liabilities
that
are
incurred
House
File
655,
p.
106
after
the
merger
becomes
effective.
4.
When
a
merger
becomes
effective,
the
interest
holder
liability
of
a
person
that
ceases
to
hold
an
interest
in
a
domestic
merging
limited
liability
company
with
respect
to
which
the
person
had
interest
holder
liability
is
subject
to
the
following
rules:
a.
The
merger
does
not
discharge
any
interest
holder
liability
under
this
chapter
to
the
extent
the
interest
holder
liability
was
incurred
before
the
merger
became
effective.
b.
The
person
does
not
have
interest
holder
liability
under
this
chapter
for
any
debt,
obligation,
or
other
liability
that
is
incurred
after
the
merger
becomes
effective.
c.
This
chapter
continues
to
apply
to
the
release,
collection,
or
discharge
of
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
merger
had
not
occurred.
d.
The
person
has
whatever
rights
of
contribution
from
any
other
person
as
are
provided
by
this
chapter,
law
other
than
this
chapter,
or
the
operating
agreement
of
the
domestic
merging
limited
liability
company
with
respect
to
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
merger
had
not
occurred.
5.
When
a
merger
becomes
effective,
a
foreign
entity
that
is
the
surviving
entity
may
be
served
with
process
in
this
state
for
the
collection
and
enforcement
of
any
debts,
obligations,
or
other
liabilities
of
a
domestic
merging
limited
liability
company
as
provided
in
section
489.116.
6.
When
a
merger
becomes
effective,
the
registration
to
do
business
in
this
state
of
any
foreign
merging
entity
that
is
not
the
surviving
entity
is
canceled.
Sec.
93.
NEW
SECTION
.
489.1031
Interest
exchange
authorized.
1.
By
complying
with
this
part,
any
of
the
following
apply:
a.
A
domestic
limited
liability
company
may
acquire
all
of
one
or
more
classes
or
series
of
interests
of
another
domestic
entity
or
a
foreign
entity
in
exchange
for
interests,
securities,
obligations,
money,
other
property,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
b.
All
of
one
or
more
classes
or
series
of
interests
of
a
House
File
655,
p.
107
domestic
limited
liability
company
may
be
acquired
by
another
domestic
entity
or
a
foreign
entity
in
exchange
for
interests,
securities,
obligations,
money,
other
property,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
2.
By
complying
with
the
provisions
of
this
part
applicable
to
foreign
entities,
a
foreign
entity
may
be
the
acquiring
or
acquired
entity
in
an
interest
exchange
under
this
part
if
the
interest
exchange
is
authorized
by
the
law
of
the
foreign
entity’s
jurisdiction
of
formation.
3.
If
a
protected
agreement
contains
a
provision
that
applies
to
a
merger
of
a
domestic
limited
liability
company
but
does
not
refer
to
an
interest
exchange,
the
provision
applies
to
an
interest
exchange
in
which
the
domestic
limited
liability
company
is
the
acquired
entity
as
if
the
interest
exchange
were
a
merger
until
the
provision
is
amended
on
or
after
January
1,
2009.
Sec.
94.
NEW
SECTION
.
489.1032
Plan
of
interest
exchange.
1.
A
domestic
limited
liability
company
may
be
the
acquired
entity
in
an
interest
exchange
under
this
part
by
approving
a
plan
of
interest
exchange.
The
plan
must
be
in
a
record
and
contain
all
of
the
following:
a.
The
name
of
the
acquired
entity.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
acquiring
entity.
c.
The
manner
of
converting
the
interests
in
the
acquired
entity
into
interests,
securities,
obligations,
money,
other
property,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
d.
Any
proposed
amendments
to
all
of
the
following:
(1)
The
certificate
of
organization
of
the
acquired
entity.
(2)
The
operating
agreement
of
the
acquired
entity
that
are,
or
are
proposed
to
be,
in
a
record.
e.
The
other
terms
and
conditions
of
the
interest
exchange.
f.
Any
other
provision
required
by
the
law
of
this
state
or
the
operating
agreement
of
the
acquired
entity.
2.
In
addition
to
the
requirements
of
subsection
1,
a
plan
of
interest
exchange
may
contain
any
other
provision
not
prohibited
by
law.
House
File
655,
p.
108
Sec.
95.
NEW
SECTION
.
489.1033
Approval
of
interest
exchange.
1.
A
plan
of
interest
exchange
is
not
effective
unless
it
has
been
approved
according
to
all
of
the
following:
a.
By
all
the
members
of
a
domestic
acquired
limited
liability
company
entitled
to
vote
on
or
consent
to
any
matter.
b.
In
a
record,
by
each
member
of
the
domestic
acquired
limited
liability
company
that
will
have
interest
holder
liability
for
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
interest
exchange
becomes
effective,
unless
all
of
the
following
apply:
(1)
The
operating
agreement
of
the
limited
liability
company
provides
in
a
record
for
the
approval
of
an
interest
exchange
or
a
merger
in
which
some
or
all
of
its
members
become
subject
to
interest
holder
liability
by
the
affirmative
vote
or
consent
of
fewer
than
all
the
members.
(2)
The
member
consented
in
a
record
to
or
voted
for
that
provision
of
the
operating
agreement
or
became
a
member
after
the
adoption
of
that
provision.
2.
An
interest
exchange
involving
a
domestic
acquired
entity
that
is
not
a
limited
liability
company
is
not
effective
unless
it
is
approved
by
the
domestic
entity
in
accordance
with
its
organic
law.
3.
An
interest
exchange
involving
a
foreign
acquired
entity
is
not
effective
unless
it
is
approved
by
the
foreign
entity
in
accordance
with
the
law
of
the
foreign
entity’s
jurisdiction
of
formation.
4.
Except
as
otherwise
provided
in
its
organic
law
or
organic
rules,
the
interest
holders
of
the
acquiring
entity
are
not
required
to
approve
the
interest
exchange.
Sec.
96.
NEW
SECTION
.
489.1034
Amendment
or
abandonment
of
plan
of
interest
exchange.
1.
A
plan
of
interest
exchange
may
be
amended
only
with
the
consent
of
each
party
to
the
plan,
except
as
otherwise
provided
in
the
plan.
2.
A
domestic
acquired
limited
liability
company
may
approve
an
amendment
of
a
plan
of
interest
exchange
according
to
any
of
the
following:
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
House
File
655,
p.
109
does
not
provide
for
the
manner
in
which
it
may
be
amended.
b.
By
its
managers
or
members
in
the
manner
provided
in
the
plan,
but
a
member
that
was
entitled
to
vote
on
or
consent
to
approval
of
the
interest
exchange
is
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
interests,
securities,
obligations,
money,
other
property,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing,
to
be
received
by
any
of
the
members
of
the
acquired
company
under
the
plan.
(2)
The
certificate
of
organization
or
operating
agreement
of
the
acquired
company
that
will
be
in
effect
immediately
after
the
interest
exchange
becomes
effective,
except
for
changes
that
do
not
require
approval
of
the
members
of
the
acquired
company
under
this
chapter
or
the
operating
agreement.
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
change
would
adversely
affect
the
member
in
any
material
respect.
3.
After
a
plan
of
interest
exchange
has
been
approved
and
before
a
statement
of
interest
exchange
becomes
effective,
the
plan
may
be
abandoned
as
provided
in
the
plan.
Unless
prohibited
by
the
plan,
a
domestic
acquired
limited
liability
company
may
abandon
the
plan
in
the
same
manner
as
the
plan
was
approved.
4.
If
a
plan
of
interest
exchange
is
abandoned
after
a
statement
of
interest
exchange
has
been
delivered
to
the
secretary
of
state
for
filing
and
before
the
statement
becomes
effective,
a
statement
of
abandonment,
signed
by
the
acquired
limited
liability
company,
must
be
delivered
to
the
secretary
of
state
for
filing
before
the
statement
of
interest
exchange
becomes
effective.
The
statement
of
abandonment
takes
effect
on
filing,
and
the
interest
exchange
is
abandoned
and
does
not
become
effective.
The
statement
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
the
acquired
limited
liability
company.
b.
The
date
on
which
the
statement
of
interest
exchange
was
filed
by
the
secretary
of
state.
c.
A
statement
that
the
interest
exchange
has
been
abandoned
in
accordance
with
this
section.
House
File
655,
p.
110
Sec.
97.
NEW
SECTION
.
489.1035
Statement
of
interest
exchange
——
effective
date
of
interest
exchange.
1.
A
statement
of
interest
exchange
must
be
signed
by
a
domestic
acquired
limited
liability
company
and
delivered
to
the
secretary
of
state
for
filing.
2.
A
statement
of
interest
exchange
must
contain
all
of
the
following:
a.
The
name
of
the
acquired
limited
liability
company.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
acquiring
entity.
c.
A
statement
that
the
plan
of
interest
exchange
was
approved
by
the
acquired
company
in
accordance
with
this
part.
d.
Any
amendments
to
the
acquired
company’s
certificate
of
organization
approved
as
part
of
the
plan
of
interest
exchange.
3.
In
addition
to
the
requirements
of
subsection
2,
a
statement
of
interest
exchange
may
contain
any
other
provision
not
prohibited
by
law.
4.
An
interest
exchange
becomes
effective
when
the
statement
of
interest
exchange
is
effective.
Sec.
98.
NEW
SECTION
.
489.1036
Effect
of
interest
exchange.
1.
When
an
interest
exchange
in
which
the
acquired
entity
is
a
domestic
limited
liability
company
becomes
effective,
all
of
the
following
apply:
a.
The
interests
in
the
acquired
limited
liability
company
which
are
the
subject
of
the
interest
exchange
are
converted,
and
the
members
holding
those
interests
are
entitled
only
to
the
rights
provided
to
them
under
the
plan
of
interest
exchange
and
to
any
appraisal
rights
they
have
under
section
486.1006.
b.
The
acquiring
entity
becomes
the
interest
holder
of
the
interests
in
the
acquired
limited
liability
company
stated
in
the
plan
of
interest
exchange
to
be
acquired
by
the
acquiring
entity.
c.
The
certificate
of
organization
of
the
acquired
limited
liability
company
is
amended
to
the
extent
provided
in
the
statement
of
interest
exchange.
d.
The
provisions
of
the
operating
agreement
of
the
acquired
limited
liability
company
that
are
to
be
in
a
record,
if
any,
are
amended
to
the
extent
provided
in
the
plan
of
interest
exchange.
House
File
655,
p.
111
2.
Except
as
otherwise
provided
in
the
operating
agreement
of
a
domestic
acquired
limited
liability
company,
the
interest
exchange
does
not
give
rise
to
any
rights
that
a
member,
manager,
or
third
party
would
have
upon
a
dissolution,
liquidation,
or
winding
up
of
the
acquired
limited
liability
company.
3.
When
an
interest
exchange
becomes
effective,
a
person
that
did
not
have
interest
holder
liability
with
respect
to
a
domestic
acquired
limited
liability
company
and
becomes
subject
to
interest
holder
liability
with
respect
to
a
domestic
entity
as
a
result
of
the
interest
exchange
has
interest
holder
liability
only
to
the
extent
provided
by
the
organic
law
of
the
entity
and
only
for
those
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
interest
exchange
becomes
effective.
4.
When
an
interest
exchange
becomes
effective,
the
interest
holder
liability
of
a
person
that
ceases
to
hold
an
interest
in
a
domestic
acquired
limited
liability
company
with
respect
to
which
the
person
had
interest
holder
liability
is
subject
to
all
of
the
following
rules:
a.
The
interest
exchange
does
not
discharge
any
interest
holder
liability
under
this
chapter
to
the
extent
the
interest
holder
liability
was
incurred
before
the
interest
exchange
became
effective.
b.
The
person
does
not
have
interest
holder
liability
under
this
chapter
for
any
debt,
obligation,
or
other
liability
that
is
incurred
after
the
interest
exchange
becomes
effective.
c.
This
chapter
continues
to
apply
to
the
release,
collection,
or
discharge
of
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
interest
exchange
had
not
occurred.
d.
The
person
has
whatever
rights
of
contribution
from
any
other
person
as
are
provided
by
this
chapter,
law
other
than
this
chapter,
or
the
operating
agreement
of
the
acquired
limited
liability
company
with
respect
to
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
interest
exchange
had
not
occurred.
Sec.
99.
NEW
SECTION
.
489.1041
Conversion
authorized.
1.
By
complying
with
this
part,
a
domestic
limited
liability
House
File
655,
p.
112
company
may
become
any
of
the
following:
a.
A
domestic
entity
that
is
a
different
type
of
entity.
b.
A
foreign
entity
that
is
a
different
type
of
entity,
if
the
conversion
is
authorized
by
the
law
of
the
foreign
entity’s
jurisdiction
of
formation.
2.
By
complying
with
the
provisions
of
this
part
applicable
to
foreign
entities,
a
foreign
entity
that
is
not
a
foreign
limited
liability
company
may
become
a
domestic
limited
liability
company
if
the
conversion
is
authorized
by
the
law
of
the
foreign
entity’s
jurisdiction
of
formation.
3.
If
a
protected
agreement
contains
a
provision
that
applies
to
a
merger
of
a
domestic
limited
liability
company
but
does
not
refer
to
a
conversion,
the
provision
applies
to
a
conversion
of
the
limited
liability
company
as
if
the
conversion
were
a
merger
until
the
provision
is
amended
on
or
after
January
1,
2009.
4.
A
domestic
entity
that
is
not
a
limited
liability
company
may
become
a
domestic
limited
liability
company
if
all
of
the
following
apply:
a.
The
domestic
converting
entity
complies
with
section
489.1043.
b.
The
domestic
converting
entity
files
a
statement
of
conversion
in
accordance
with
section
489.1045.
Sec.
100.
NEW
SECTION
.
489.1042
Plan
of
conversion.
1.
A
domestic
limited
liability
company
may
convert
to
a
different
type
of
entity
under
this
part
by
approving
a
plan
of
conversion.
The
plan
must
be
in
a
record
and
contain
all
of
the
following:
a.
The
name
of
the
converting
limited
liability
company.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
converted
entity.
c.
The
manner
of
converting
the
interests
in
the
converting
limited
liability
company
into
interests,
securities,
obligations,
money,
other
property,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
d.
The
proposed
public
organic
record
of
the
converted
entity
if
it
will
be
a
filing
entity.
e.
The
full
text
of
the
private
organic
rules
of
the
converted
entity
which
are
proposed
to
be
in
a
record.
House
File
655,
p.
113
f.
The
other
terms
and
conditions
of
the
conversion.
g.
Any
other
provision
required
by
the
law
of
this
state
or
the
operating
agreement
of
the
converting
limited
liability
company.
2.
In
addition
to
the
requirements
of
subsection
1,
a
plan
of
conversion
may
contain
any
other
provision
not
prohibited
by
law.
Sec.
101.
NEW
SECTION
.
489.1043
Approval
of
conversion.
1.
A
plan
of
conversion
is
not
effective
unless
it
has
been
approved
according
to
all
of
the
following:
a.
By
a
domestic
converting
limited
liability
company,
by
all
the
members
of
the
limited
liability
company
entitled
to
vote
on
or
consent
to
any
matter.
b.
In
a
record,
by
each
member
of
a
domestic
converting
limited
liability
company
which
will
have
interest
holder
liability
for
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
conversion
becomes
effective,
unless
all
of
the
following
apply:
(1)
The
operating
agreement
of
the
limited
liability
company
provides
in
a
record
for
the
approval
of
a
conversion
or
a
merger
in
which
some
or
all
of
its
members
become
subject
to
interest
holder
liability
by
the
affirmative
vote
or
consent
of
fewer
than
all
the
members.
(2)
The
member
voted
for
or
consented
in
a
record
to
that
provision
of
the
operating
agreement
or
became
a
member
after
the
adoption
of
that
provision.
2.
A
conversion
involving
a
domestic
converting
entity
that
is
not
a
limited
liability
company
is
not
effective
unless
it
is
approved
by
the
domestic
converting
entity
in
accordance
with
its
organic
law.
3.
A
conversion
of
a
foreign
converting
entity
is
not
effective
unless
it
is
approved
by
the
foreign
entity
in
accordance
with
the
law
of
the
foreign
entity’s
jurisdiction
of
formation.
Sec.
102.
NEW
SECTION
.
489.1044
Amendment
or
abandonment
of
plan
of
conversion.
1.
A
plan
of
conversion
of
a
domestic
converting
limited
liability
company
may
be
amended
according
to
any
of
the
following:
House
File
655,
p.
114
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
does
not
provide
for
the
manner
in
which
it
may
be
amended.
b.
By
its
managers
or
members
in
the
manner
provided
in
the
plan,
but
a
member
that
was
entitled
to
vote
on
or
consent
to
approval
of
the
conversion
is
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
interests,
securities,
obligations,
money,
other
property,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing,
to
be
received
by
any
of
the
members
of
the
converting
limited
liability
company
under
the
plan.
(2)
The
public
organic
record,
if
any,
or
private
organic
rules
of
the
converted
entity
which
will
be
in
effect
immediately
after
the
conversion
becomes
effective,
except
for
changes
that
do
not
require
approval
of
the
interest
holders
of
the
converted
entity
under
its
organic
law
or
organic
rules.
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
change
would
adversely
affect
the
member
in
any
material
respect.
2.
After
a
plan
of
conversion
has
been
approved
by
a
domestic
converting
limited
liability
company
and
before
a
statement
of
conversion
becomes
effective,
the
plan
may
be
abandoned
as
provided
in
the
plan.
Unless
prohibited
by
the
plan,
a
domestic
converting
limited
liability
company
may
abandon
the
plan
in
the
same
manner
as
the
plan
was
approved.
3.
If
a
plan
of
conversion
is
abandoned
after
a
statement
of
conversion
has
been
delivered
to
the
secretary
of
state
for
filing
and
before
the
statement
becomes
effective,
a
statement
of
abandonment,
signed
by
the
converting
entity,
must
be
delivered
to
the
secretary
of
state
for
filing
before
the
statement
of
conversion
becomes
effective.
The
statement
of
abandonment
takes
effect
on
filing,
and
the
conversion
is
abandoned
and
does
not
become
effective.
The
statement
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
the
converting
limited
liability
company.
b.
The
date
on
which
the
statement
of
conversion
was
filed
by
the
secretary
of
state.
c.
A
statement
that
the
conversion
has
been
abandoned
in
accordance
with
this
section.
House
File
655,
p.
115
Sec.
103.
NEW
SECTION
.
489.1045
Statement
of
conversion
——
effective
date
of
conversion.
1.
A
statement
of
conversion
must
be
signed
by
the
converting
entity
and
delivered
to
the
secretary
of
state
for
filing.
2.
A
statement
of
conversion
must
contain
all
of
the
following:
a.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
converting
entity.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
converted
entity
and
if
the
converted
entity
is
a
foreign
entity,
the
street
and
mailing
addresses
of
an
office
of
the
converted
entity
that
the
secretary
of
state
may
use
for
purposes
of
section
489.1046,
subsection
5.
c.
If
the
converting
entity
is
a
domestic
limited
liability
company,
a
statement
that
the
plan
of
conversion
was
approved
in
accordance
with
this
part
or,
if
the
converting
entity
is
a
foreign
entity,
a
statement
that
the
conversion
was
approved
by
the
foreign
entity
in
accordance
with
the
law
of
its
jurisdiction
of
formation.
d.
If
the
converted
entity
is
a
domestic
filing
entity,
its
public
organic
record,
as
an
attachment.
e.
If
the
converted
entity
is
a
domestic
limited
liability
partnership,
its
statement
of
qualification,
as
an
attachment.
3.
In
addition
to
the
requirements
of
subsection
2,
a
statement
of
conversion
may
contain
any
other
provision
not
prohibited
by
law.
4.
If
the
converted
entity
is
a
domestic
entity,
its
public
organic
record,
if
any,
must
satisfy
the
requirements
of
the
law
of
this
state,
except
that
the
public
organic
record
does
not
need
to
be
signed.
5.
If
the
converted
entity
is
a
domestic
limited
liability
company,
the
conversion
becomes
effective
when
the
statement
of
conversion
is
effective.
In
all
other
cases,
the
conversion
becomes
effective
on
the
later
of
the
following:
a.
The
date
and
time
provided
by
the
organic
law
of
the
converted
entity.
b.
When
the
statement
is
effective.
Sec.
104.
NEW
SECTION
.
489.1046
Effect
of
conversion.
House
File
655,
p.
116
1.
When
a
conversion
becomes
effective
all
of
the
following
apply:
a.
The
converted
entity
is
any
of
the
following:
(1)
Organized
under
and
subject
to
the
organic
law
of
the
converted
entity.
(2)
The
same
entity
without
interruption
as
the
converting
entity.
b.
All
property
of
the
converting
entity
continues
to
be
vested
in
the
converted
entity
without
transfer,
reversion,
or
impairment.
c.
All
debts,
obligations,
and
other
liabilities
of
the
converting
entity
continue
as
debts,
obligations,
and
other
liabilities
of
the
converted
entity.
d.
Except
as
otherwise
provided
by
law
or
the
plan
of
conversion,
all
the
rights,
privileges,
immunities,
powers,
and
purposes
of
the
converting
entity
remain
in
the
converted
entity.
e.
The
name
of
the
converted
entity
may
be
substituted
for
the
name
of
the
converting
entity
in
any
pending
action
or
proceeding.
f.
The
certificate
of
organization
of
the
converted
entity
becomes
effective.
g.
The
provisions
of
the
operating
agreement
of
the
converted
entity
which
are
to
be
in
a
record,
if
any,
approved
as
part
of
the
plan
of
conversion
become
effective.
h.
The
interests
in
the
converting
entity
are
converted,
and
the
interest
holders
of
the
converting
entity
are
entitled
only
to
the
rights
provided
to
them
under
the
plan
of
conversion
and
to
any
appraisal
rights
they
have
under
section
489.1006.
2.
Except
as
otherwise
provided
in
the
operating
agreement
of
a
domestic
converting
limited
liability
company,
the
conversion
does
not
give
rise
to
any
rights
that
a
member,
manager,
or
third
party
would
have
upon
a
dissolution,
liquidation,
or
winding
up
of
the
converting
entity.
3.
When
a
conversion
becomes
effective,
a
person
that
did
not
have
interest
holder
liability
with
respect
to
the
converting
entity
and
becomes
subject
to
interest
holder
liability
with
respect
to
a
domestic
entity
as
a
result
of
the
conversion
has
interest
holder
liability
only
to
the
extent
House
File
655,
p.
117
provided
by
the
organic
law
of
the
entity
and
only
for
those
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
conversion
becomes
effective.
4.
When
a
conversion
becomes
effective,
the
interest
holder
liability
of
a
person
that
ceases
to
hold
an
interest
in
a
domestic
converting
limited
liability
company
with
respect
to
which
the
person
had
interest
holder
liability
is
subject
to
all
of
the
following
rules:
a.
The
conversion
does
not
discharge
any
interest
holder
liability
under
this
chapter
to
the
extent
the
interest
holder
liability
was
incurred
before
the
conversion
became
effective.
b.
The
person
does
not
have
interest
holder
liability
under
this
chapter
for
any
debt,
obligation,
or
other
liability
that
arises
after
the
conversion
becomes
effective.
c.
This
chapter
continues
to
apply
to
the
release,
collection,
or
discharge
of
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
conversion
had
not
occurred.
d.
The
person
has
whatever
rights
of
contribution
from
any
other
person
as
are
provided
by
this
chapter,
law
other
than
this
chapter,
or
the
organic
rules
of
the
converting
entity
with
respect
to
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
conversion
had
not
occurred.
5.
When
a
conversion
becomes
effective,
a
foreign
entity
that
is
the
converted
entity
may
be
served
with
process
in
this
state
for
the
collection
and
enforcement
of
any
of
its
debts,
obligations,
and
other
liabilities
as
provided
in
section
489.116.
6.
If
the
converting
entity
is
a
registered
foreign
entity,
its
registration
to
do
business
in
this
state
is
canceled
when
the
conversion
becomes
effective.
7.
A
conversion
does
not
require
the
entity
to
wind
up
its
affairs
and
does
not
constitute
or
cause
the
dissolution
of
the
entity.
Sec.
105.
NEW
SECTION
.
489.1051
Domestication
authorized.
1.
By
complying
with
this
part,
a
domestic
limited
liability
company
may
become
a
foreign
limited
liability
company
if
the
domestication
is
authorized
by
the
law
of
the
foreign
jurisdiction.
House
File
655,
p.
118
2.
By
complying
with
the
provisions
of
this
part
applicable
to
foreign
limited
liability
companies,
a
foreign
limited
liability
company
may
become
a
domestic
limited
liability
company
if
the
domestication
is
authorized
by
the
law
of
the
foreign
limited
liability
company’s
jurisdiction
of
formation.
3.
If
a
protected
agreement
contains
a
provision
that
applies
to
a
merger
of
a
domestic
limited
liability
company
but
does
not
refer
to
a
domestication,
the
provision
applies
to
a
domestication
of
the
limited
liability
company
as
if
the
domestication
were
a
merger
until
the
provision
is
amended
on
or
after
January
1,
2009.
Sec.
106.
NEW
SECTION
.
489.1052
Plan
of
domestication.
1.
A
domestic
limited
liability
company
may
become
a
foreign
limited
liability
company
in
a
domestication
by
approving
a
plan
of
domestication.
The
plan
must
be
in
a
record
and
contain
all
of
the
following:
a.
The
name
of
the
domesticating
limited
liability
company.
b.
The
name
and
jurisdiction
of
formation
of
the
domesticated
limited
liability
company.
c.
The
manner
of
converting
the
interests
in
the
domesticating
limited
liability
company
into
interests,
securities,
obligations,
money,
other
property,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
d.
The
proposed
certificate
of
organization
of
the
domesticated
limited
liability
company.
e.
The
full
text
of
the
provisions
of
the
operating
agreement
of
the
domesticated
limited
liability
company
that
are
proposed
to
be
in
a
record.
f.
The
other
terms
and
conditions
of
the
domestication.
g.
Any
other
provision
required
by
the
law
of
this
state
or
the
operating
agreement
of
the
domesticating
limited
liability
company.
2.
In
addition
to
the
requirements
of
subsection
1,
a
plan
of
domestication
may
contain
any
other
provision
not
prohibited
by
law.
Sec.
107.
NEW
SECTION
.
489.1053
Approval
of
domestication.
1.
A
plan
of
domestication
of
a
domestic
domesticating
limited
liability
company
is
not
effective
unless
it
has
been
House
File
655,
p.
119
approved
according
to
any
of
the
following:
a.
By
all
the
members
entitled
to
vote
on
or
consent
to
any
matter.
b.
In
a
record,
by
each
member
that
will
have
interest
holder
liability
for
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
domestication
becomes
effective,
unless
all
of
the
following
apply:
(1)
The
operating
agreement
of
the
domesticating
limited
liability
company
in
a
record
provides
for
the
approval
of
a
domestication
or
merger
in
which
some
or
all
of
its
members
become
subject
to
interest
holder
liability
by
the
affirmative
vote
or
consent
of
fewer
than
all
the
members.
(2)
The
member
voted
for
or
consented
in
a
record
to
that
provision
of
the
operating
agreement
or
became
a
member
after
the
adoption
of
that
provision.
2.
A
domestication
of
a
foreign
domesticating
limited
liability
company
is
not
effective
unless
it
is
approved
in
accordance
with
the
law
of
the
foreign
limited
liability
company’s
jurisdiction
of
formation.
Sec.
108.
NEW
SECTION
.
489.1054
Amendment
or
abandonment
of
plan
of
domestication.
1.
A
plan
of
domestication
of
a
domestic
domesticating
limited
liability
company
may
be
amended
according
to
any
of
the
following:
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
does
not
provide
for
the
manner
in
which
it
may
be
amended.
b.
By
its
managers
or
members
in
the
manner
provided
in
the
plan,
but
a
member
that
was
entitled
to
vote
on
or
consent
to
approval
of
the
domestication
is
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
interests,
securities,
obligations,
money,
other
property,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing,
to
be
received
by
any
of
the
members
of
the
domesticating
limited
liability
company
under
the
plan.
(2)
The
certificate
of
organization
or
operating
agreement
of
the
domesticated
limited
liability
company
that
will
be
in
effect
immediately
after
the
domestication
becomes
effective,
House
File
655,
p.
120
except
for
changes
that
do
not
require
approval
of
the
members
of
the
domesticated
limited
liability
company
under
its
organic
law
or
operating
agreement.
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
change
would
adversely
affect
the
member
in
any
material
respect.
2.
After
a
plan
of
domestication
has
been
approved
by
a
domestic
domesticating
limited
liability
company
and
before
a
statement
of
domestication
becomes
effective,
the
plan
may
be
abandoned
as
provided
in
the
plan.
Unless
prohibited
by
the
plan,
a
domestic
domesticating
limited
liability
company
may
abandon
the
plan
in
the
same
manner
as
the
plan
was
approved.
3.
If
a
plan
of
domestication
is
abandoned
after
a
statement
of
domestication
has
been
delivered
to
the
secretary
of
state
for
filing
and
before
the
statement
becomes
effective,
a
statement
of
abandonment,
signed
by
the
domesticating
limited
liability
company,
must
be
delivered
to
the
secretary
of
state
for
filing
before
the
statement
of
domestication
becomes
effective.
The
statement
of
abandonment
takes
effect
on
filing,
and
the
domestication
is
abandoned
and
does
not
become
effective.
The
statement
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
the
domesticating
limited
liability
company.
b.
The
date
on
which
the
statement
of
domestication
was
filed
by
the
secretary
of
state.
c.
A
statement
that
the
domestication
has
been
abandoned
in
accordance
with
this
section.
Sec.
109.
NEW
SECTION
.
489.1055
Statement
of
domestication
——
effective
date
of
domestication.
1.
A
statement
of
domestication
must
be
signed
by
the
domesticating
limited
liability
company
and
delivered
to
the
secretary
of
state
for
filing.
2.
A
statement
of
domestication
must
contain
all
of
the
following:
a.
The
name
and
jurisdiction
of
formation
of
the
domesticating
limited
liability
company.
b.
The
name
and
jurisdiction
of
formation
of
the
domesticated
limited
liability
company
and
the
street
and
mailing
addresses
of
an
office
of
the
domesticated
limited
liability
company
that
the
secretary
of
state
may
use
for
House
File
655,
p.
121
purposes
of
section
489.1056,
subsection
5.
c.
If
the
domesticating
limited
liability
company
is
a
domestic
limited
liability
company,
a
statement
that
the
plan
of
domestication
was
approved
in
accordance
with
this
part
or,
if
the
domesticating
limited
liability
company
is
a
foreign
limited
liability
company,
a
statement
that
the
domestication
was
approved
in
accordance
with
the
law
of
its
jurisdiction
of
formation.
d.
The
certificate
of
organization
of
the
domesticated
limited
liability
company,
as
an
attachment.
3.
In
addition
to
the
requirements
of
subsection
2,
a
statement
of
domestication
may
contain
any
other
provision
not
prohibited
by
law.
4.
The
certificate
of
organization
of
a
domestic
domesticated
limited
liability
company
must
satisfy
the
requirements
of
this
chapter,
but
the
certificate
does
not
need
to
be
signed.
5.
If
the
domesticated
entity
is
a
domestic
limited
liability
company,
the
domestication
becomes
effective
when
the
statement
of
domestication
is
effective.
If
the
domesticated
entity
is
a
foreign
limited
liability
company,
the
domestication
becomes
effective
on
the
later
of
all
of
the
following:
a.
The
date
and
time
provided
by
the
organic
law
of
the
domesticated
entity.
b.
When
the
statement
is
effective.
Sec.
110.
NEW
SECTION
.
489.1056
Effect
of
domestication.
1.
When
a
domestication
becomes
effective,
all
of
the
following
apply:
a.
The
domesticated
entity
is
all
of
the
following:
(1)
Organized
under
and
subject
to
the
organic
law
of
the
domesticated
entity.
(2)
The
same
entity
without
interruption
as
the
domesticating
entity.
b.
All
property
of
the
domesticating
entity
continues
to
be
vested
in
the
domesticated
entity
without
transfer,
reversion,
or
impairment.
c.
All
debts,
obligations,
and
other
liabilities
of
the
domesticating
entity
continue
as
debts,
obligations,
and
other
House
File
655,
p.
122
liabilities
of
the
domesticated
entity.
d.
Except
as
otherwise
provided
by
law
or
the
plan
of
domestication,
all
the
rights,
privileges,
immunities,
powers,
and
purposes
of
the
domesticating
entity
remain
in
the
domesticated
entity.
e.
The
name
of
the
domesticated
entity
may
be
substituted
for
the
name
of
the
domesticating
entity
in
any
pending
action
or
proceeding.
f.
The
certificate
of
organization
of
the
domesticated
entity
becomes
effective.
g.
The
provisions
of
the
operating
agreement
of
the
domesticated
entity
that
are
to
be
in
a
record,
if
any,
approved
as
part
of
the
plan
of
domestication
become
effective.
h.
The
interests
in
the
domesticating
entity
are
converted
to
the
extent
and
as
approved
in
connection
with
the
domestication,
and
the
members
of
the
domesticating
entity
are
entitled
only
to
the
rights
provided
to
them
under
the
plan
of
domestication
and
to
any
appraisal
rights
they
have
under
section
489.1006.
2.
Except
as
otherwise
provided
in
the
organic
law
or
operating
agreement
of
the
domesticating
limited
liability
company,
the
domestication
does
not
give
rise
to
any
rights
that
a
member,
manager,
or
third
party
would
otherwise
have
upon
a
dissolution,
liquidation,
or
winding
up
of
the
domesticating
company.
3.
When
a
domestication
becomes
effective,
a
person
that
did
not
have
interest
holder
liability
with
respect
to
the
domesticating
limited
liability
company
and
becomes
subject
to
interest
holder
liability
with
respect
to
a
domestic
limited
liability
company
as
a
result
of
the
domestication
has
interest
holder
liability
only
to
the
extent
provided
by
this
chapter
and
only
for
those
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
domestication
becomes
effective.
4.
When
a
domestication
becomes
effective,
the
interest
holder
liability
of
a
person
that
ceases
to
hold
an
interest
in
a
domestic
domesticating
limited
liability
company
with
respect
to
which
the
person
had
interest
holder
liability
is
subject
to
all
of
the
following
rules:
a.
The
domestication
does
not
discharge
any
interest
House
File
655,
p.
123
holder
liability
under
this
chapter
to
the
extent
the
interest
holder
liability
was
incurred
before
the
domestication
became
effective.
b.
A
person
does
not
have
interest
holder
liability
under
this
chapter
for
any
debt,
obligation,
or
other
liability
that
is
incurred
after
the
domestication
becomes
effective.
c.
This
chapter
continues
to
apply
to
the
release,
collection,
or
discharge
of
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
domestication
had
not
occurred.
d.
A
person
has
whatever
rights
of
contribution
from
any
other
person
as
are
provided
by
this
chapter,
law
other
than
this
chapter,
or
the
operating
agreement
of
the
domestic
domesticating
limited
liability
company
with
respect
to
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
domestication
had
not
occurred.
5.
When
a
domestication
becomes
effective,
a
foreign
limited
liability
company
that
is
the
domesticated
company
may
be
served
with
process
in
this
state
for
the
collection
and
enforcement
of
any
of
its
debts,
obligations,
and
other
liabilities
as
provided
in
section
489.116.
6.
If
the
domesticating
limited
liability
company
is
a
registered
foreign
entity,
the
registration
of
the
limited
liability
company
is
canceled
when
the
domestication
becomes
effective.
7.
A
domestication
does
not
require
a
domestic
domesticating
limited
liability
company
to
wind
up
its
affairs
and
does
not
constitute
or
cause
the
dissolution
of
the
limited
liability
company.
Sec.
111.
Section
489.1101,
Code
2023,
is
amended
to
read
as
follows:
489.1101
Definitions.
As
used
in
this
article
subchapter
,
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
House
File
655,
p.
124
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
subchapter
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
subchapter
.
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.
House
File
655,
p.
125
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
.
x.
Social
work,
provided
that
the
social
worker
is
licensed
pursuant
to
chapter
147
and
section
154C.3,
subsection
1
,
paragraph
“c”
.
5.
“Professional
limited
liability
company”
means
a
limited
liability
company
subject
to
this
article
subchapter
,
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.
Sec.
112.
Section
489.1106,
Code
2023,
is
amended
to
read
as
follows:
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
subchapter
does
not
restrict
or
limit
in
any
manner
the
authority
or
duties
of
any
regulating
board
with
respect
to
individuals
an
individual
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.
House
File
655,
p.
126
Sec.
113.
Section
489.1107,
Code
2023,
is
amended
to
read
as
follows:
489.1107
Relationship
and
liability
to
persons
served.
This
article
subchapter
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
subchapter
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.
Sec.
114.
Section
489.1110,
Code
2023,
is
amended
to
read
as
follows:
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
subchapter
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.
Sec.
115.
Section
489.1112,
subsections
4,
5,
and
6,
Code
2023,
are
amended
to
read
as
follows:
4.
When
a
person
other
than
a
member
of
record
becomes
entitled
to
have
interests
of
a
professional
limited
liability
House
File
655,
p.
127
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
subchapter
.
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
subchapter
,
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.
a.
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
or
voluntarily
elects
to
no
longer
be
a
professional
limited
liability
company
House
File
655,
p.
128
but
continue
its
existence
as
a
limited
liability
company
pursuant
to
section
489.1119A
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.
b.
Notwithstanding
sections
1
through
5,
purchase
by
the
professional
limited
liability
company
is
not
required
upon
the
death
of
a
member
if
the
professional
limited
liability
company
voluntarily
elects
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company
pursuant
to
section
489.1119A
within
sixty
days
after
death.
Sec.
116.
Section
489.1113,
Code
2023,
is
amended
to
read
as
follows:
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
subchapter
and
in
the
certificate
of
organization
or
an
operating
agreement
of
the
professional
limited
liability
company.
Sec.
117.
Section
489.1114,
Code
2023,
is
amended
to
read
as
follows:
489.1114
Management.
1.
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.
2.
Notwithstanding
subsection
1,
upon
the
occurrence
of
House
File
655,
p.
129
any
event
that
requires
the
professional
limited
liability
company
either
to
be
dissolved
or
to
elect
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company,
as
provided
in
section
489.1119A,
all
of
the
following
apply:
a.
The
professional
limited
liability
company
ceases
to
practice
the
profession
that
the
professional
limited
liability
company
is
authorized
to
practice,
as
provided
in
section
489.1119A.
b.
The
individuals
who
are
not
licensed
to
practice
in
this
state
a
profession
that
the
professional
limited
liability
company
is
authorized
to
practice
may
be
appointed
as
officers
and
directors
for
the
sole
purpose
of
doing
any
of
the
following:
(1)
Carrying
out
the
dissolution
of
the
professional
limited
liability
company.
(2)
If
applicable,
carrying
out
the
voluntary
election
of
the
professional
limited
liability
company
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company,
as
provided
in
section
489.1119A.
Sec.
118.
Section
489.1115,
Code
2023,
is
amended
to
read
as
follows:
489.1115
Merger.
A
professional
limited
liability
company
shall
not
merge
with
any
entity
except
another
professional
limited
liability
company
subject
to
this
article
subchapter
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
that
complies
with
all
requirements
of
this
article
subchapter
.
Sec.
119.
Section
489.1116,
Code
2023,
is
amended
to
read
as
follows:
489.1116
Dissolution
or
liquidation.
A
violation
of
any
provision
of
this
article
subchapter
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
House
File
655,
p.
130
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
.
In
that
case,
the
professional
limited
liability
company
shall
either
be
promptly
dissolved
or
shall
promptly
elect
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company
as
provided
in
section
489.1119A
.
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
nor
elect
to
no
longer
be
a
professional
limited
liability
company
and
may
instead
practice
the
profession
as
provided
in
this
article
subchapter
.
Sec.
120.
Section
489.1117,
Code
2023,
is
amended
to
read
as
follows:
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
subchapter
.
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
subchapter
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
subchapter
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
House
File
655,
p.
131
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.
Sec.
121.
Section
489.1118,
Code
2023,
is
amended
to
read
as
follows:
489.1118
Limited
liability
companies
organized
under
the
other
laws.
This
article
subchapter
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
subchapter
and
become
subject
to
its
provisions,
by
amending
its
certificate
of
organization
to
be
consistent
with
all
provisions
of
this
article
subchapter
and
by
stating
in
its
amended
certificate
of
organization
that
the
limited
liability
company
has
voluntarily
elected
to
adopt
this
article
subchapter
.
Any
limited
liability
company
organized
under
any
law
of
any
other
state
or
country
may
become
subject
to
the
provisions
of
this
article
subchapter
by
complying
with
all
provisions
of
this
article
subchapter
with
respect
to
foreign
professional
limited
liability
companies.
Sec.
122.
Section
489.1119,
Code
2023,
is
amended
to
read
as
follows:
489.1119
Conflicts
with
other
provisions
of
this
chapter
.
The
provisions
of
this
article
subchapter
shall
prevail
over
any
inconsistent
provisions
of
this
chapter
.
Sec.
123.
NEW
SECTION
.
489.1119A
Election
to
no
longer
be
a
professional
limited
liability
company.
A
professional
limited
liability
company
may
elect
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company
by
filing
with
the
secretary
of
state
an
amendment
to
or
restatement
of
its
certificate
of
organization
that
states
that
the
limited
House
File
655,
p.
132
liability
company
is
no
longer
a
professional
limited
liability
company
and
amending
its
name
to
no
longer
indicate
it
is
a
professional
limited
liability
company.
Sec.
124.
NEW
SECTION
.
489.1204
Severability
clause.
If
any
provision
of
this
chapter
or
its
application
to
any
person
or
circumstance
is
held
invalid,
the
invalidity
does
not
affect
other
provisions
or
applications
of
this
chapter
which
can
be
given
effect
without
the
invalid
provision
or
application,
and
to
this
end
the
provisions
of
this
chapter
are
severable.
Sec.
125.
NEW
SECTION
.
489.1207
Application
to
existing
relationships.
1.
For
purposes
of
applying
this
chapter
to
a
limited
liability
company
formed
before
the
effective
date
of
this
Act,
references
in
the
limited
liability
company’s
operating
agreement
to
provisions
in
this
chapter
in
effect
before
the
effective
date
of
this
Act
are
deemed
to
be
references
to
the
comparable
provision
in
this
chapter
after
the
effective
date
of
this
Act.
2.
A
limited
liability
company
that
has
published
notice
of
its
dissolution
and
requested
persons
having
claims
against
the
limited
liability
company
to
present
them
in
accordance
with
the
notice
pursuant
to
section
489.703
as
that
section
existed
immediately
prior
to
the
effective
date
of
this
Act
shall
be
subject
to
the
requirements
set
forth
in
that
section
as
it
existed
immediately
prior
to
the
effective
date
of
this
Act,
including
the
right
of
a
claim
by
a
person
that
is
commenced
within
five
years
after
publication
of
the
notice.
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
15,
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.
House
File
655,
p.
133
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
of
the
2011
edition
of
the
Iowa
Code.
Sec.
126.
Section
489.14101,
Code
2023,
is
amended
to
read
as
follows:
489.14101
Short
title.
This
article
subchapter
may
be
cited
as
the
“Uniform
Protected
Series
Act”
.
Sec.
127.
Section
489.14102,
unnumbered
paragraph
1,
Code
2023,
is
amended
to
read
as
follows:
As
used
in
this
article
subchapter
,
unless
the
context
otherwise
requires:
Sec.
128.
Section
489.14102,
subsections
4
and
9,
Code
2023,
are
amended
to
read
as
follows:
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
subchapter
.
The
term
applies
whether
or
not
the
law
under
which
the
foreign
company
is
organized
refers
to
“protected
series”.
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
subchapter
,
and
this
chapter
.
Sec.
129.
Section
489.14104,
subsection
4,
paragraph
c,
Code
2023,
is
amended
to
read
as
follows:
c.
Except
as
permitted
by
law
of
this
state
other
than
this
article
subchapter
,
have
a
purpose
or
power
that
the
law
of
this
state
other
than
this
article
subchapter
prohibits
a
limited
liability
company
from
doing
or
having.
Sec.
130.
Section
489.14106,
subsections
2,
3,
and
4,
Code
2023,
are
amended
to
read
as
follows:
2.
If
this
chapter
otherwise
restricts
the
power
of
an
operating
agreement
to
affect
a
matter,
the
restriction
applies
to
a
matter
under
this
article
subchapter
in
accordance
with
section
489.14108
.
House
File
655,
p.
134
3.
If
law
of
this
state
other
than
this
article
subchapter
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
subchapter
,
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
subchapter
,
the
matter
is
determined
in
accordance
with
the
following
rules:
a.
To
the
extent
this
article
subchapter
addresses
the
matter,
this
article
subchapter
governs.
b.
To
the
extent
this
article
subchapter
does
not
address
the
matter,
the
other
articles
subchapters
of
this
chapter
govern
the
matter
in
accordance
with
section
489.14108
.
Sec.
131.
Section
489.14107,
subsection
1,
paragraphs
v,
w,
x,
and
y,
Code
2023,
are
amended
to
read
as
follows:
v.
Article
6
Subchapter
VI
.
w.
Article
7
Subchapter
VII
.
x.
Article
8
Subchapter
VIII
.
y.
A
provision
of
this
article
subchapter
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
subchapter
.
Sec.
132.
Section
489.14108,
subsection
2,
paragraph
b,
subparagraphs
(1)
and
(2),
Code
2023,
are
amended
to
read
as
follows:
(1)
Accept
for
filing
a
type
of
record
that
neither
this
article
subchapter
nor
any
of
the
other
articles
subchapters
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
subchapter
nor
the
other
articles
subchapters
of
this
chapter
authorizes
or
requires
the
secretary
of
state
to
make
or
House
File
655,
p.
135
deliver.
Sec.
133.
Section
489.14204,
subsection
1,
paragraph
c,
Code
2023,
is
amended
to
read
as
follows:
c.
Other
means
authorized
by
law
of
this
state
other
than
the
other
articles
subchapters
of
this
chapter
.
Sec.
134.
Section
489.14301,
subsection
5,
unnumbered
paragraph
1,
Code
2023,
is
amended
to
read
as
follows:
To
the
extent
permitted
by
this
section
and
law
of
this
state
other
than
this
article
subchapter
,
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:
Sec.
135.
Section
489.14303,
subsection
4,
Code
2023,
is
amended
to
read
as
follows:
4.
Except
for
section
489.14108,
subsection
1
,
paragraph
“c”
,
a
provision
of
this
article
subchapter
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.
Sec.
136.
Section
489.14304,
subsection
6,
Code
2023,
is
amended
to
read
as
follows:
6.
Article
9
Subchapter
IX
applies
to
a
protected
series
in
accordance
with
section
489.14108
.
Sec.
137.
Section
489.14402,
subsection
3,
paragraph
b,
Code
2023,
is
amended
to
read
as
follows:
b.
The
claim
is
to
establish
or
enforce
a
liability
arising
under
law
of
this
state
other
than
this
article
subchapter
or
from
an
act
or
omission
in
this
state.
Sec.
138.
Section
489.14404,
subsection
3,
Code
2023,
is
amended
to
read
as
follows:
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
House
File
655,
p.
136
law
other
than
this
article
subchapter
permits
a
prejudgment
remedy
by
attachment,
levy,
or
the
like,
the
court
may
apply
subsection
2
as
a
prejudgment
remedy.
Sec.
139.
Section
489.14404,
subsection
5,
paragraph
b,
Code
2023,
is
amended
to
read
as
follows:
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
subchapter
or
an
act
or
omission
in
this
state.
Sec.
140.
Section
489.14801,
Code
2023,
is
amended
to
read
as
follows:
489.14801
Uniformity
of
application
and
construction.
In
applying
and
construing
this
article
subchapter
,
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.
Sec.
141.
Section
489.14804,
Code
2023,
is
amended
to
read
as
follows:
489.14804
Savings
clause.
This
article
subchapter
does
not
affect
an
action
commenced,
proceeding
brought,
or
right
accrued
before
July
1,
2020.
Sec.
142.
REPEAL.
Sections
489.113,
489.802,
489.803,
489.804,
489.805,
489.806,
489.807,
489.808,
489.1008,
489.1009,
489.1010,
489.1011,
489.1012,
489.1013,
489.1014,
489.1015,
489.1016,
and
489.1304,
Code
2023,
are
repealed.
Sec.
143.
CODE
EDITOR
DIRECTIVE.
1.
The
Code
editor
is
directed
to
make
the
following
transfers:
a.
Section
489.104
to
section
489.108.
b.
Section
489.105
to
section
489.109.
c.
Section
489.106
to
section
489.104.
d.
Section
489.107
to
section
489.111.
e.
Section
489.108
to
section
489.112.
f.
Section
489.109
to
section
489.113.
g.
Section
489.110
to
section
489.105.
House
File
655,
p.
137
h.
Section
489.111
to
section
489.106.
i.
Section
489.112
to
section
489.107.
j.
Section
489.114
to
section
489.116.
k.
Section
489.114A,
as
enacted
by
this
Act,
to
section
489.114.
l.
Section
489.115
to
section
489.117.
m.
Section
489.115A,
as
enacted
by
this
Act,
to
section
489.115.
n.
Section
489.116
to
section
489.119.
o.
Section
489.117
to
section
489.122.
p.
Section
489.205A
to
section
489.122A.
q.
Section
489.206
to
section
489.209.
r.
Section
489.206A,
as
enacted
by
this
Act,
to
section
489.206.
s.
Section
489.208
to
section
489.211.
t.
Section
489.208A,
as
enacted
by
this
Act,
to
section
489.208.
u.
Section
489.209
to
section
489.211A.
v.
Section
489.701A
to
section
489.703.
w.
Section
489.703
to
section
489.704.
x.
Section
489.704
to
section
489.705.
y.
Section
489.705
to
section
489.708.
z.
Section
489.706
to
section
489.710.
aa.
Section
489.706A,
as
enacted
by
this
Act,
to
section
489.706.
ab.
Section
489.707
to
section
489.711.
ac.
Section
489.708
to
section
489.707.
ad.
Section
489.801
to
section
489.901.
ae.
Section
489.805A,
as
enacted
by
this
Act,
to
section
489.805.
af.
Section
489.809
to
section
489.912.
ag.
Section
489.901
to
section
489.801.
ah.
Section
489.902
to
section
489.802.
ai.
Section
489.903
to
section
489.803.
aj.
Section
489.904
to
section
489.804.
ak.
Section
489.906
to
section
489.806.
al.
Section
489.906A,
as
enacted
by
this
Act,
to
section
489.906.
am.
Section
489.911A
to
section
489.902.
House
File
655,
p.
138
an.
Section
489.911B
to
section
489.903.
ao.
Section
489.911C
to
section
489.904.
ap.
Section
489.1119
to
section
489.1120.
aq.
Section
489.1119A
to
section
489.1119.
ar.
Section
489.1301
to
section
489.1201.
as.
Section
489.1302
to
section
489.1202.
at.
Section
489.1303
to
section
489.1203.
2.
The
Code
editor
shall
correct
internal
references
in
the
Code
and
in
any
enacted
legislation
as
necessary
due
to
the
enactment
of
this
section.
Sec.
144.
DIRECTIONS
TO
THE
CODE
EDITOR
——
DIVIDING
SUBCHAPTER
X
INTO
PARTS.
The
Code
editor
is
directed
to
divide
the
provisions
of
chapter
489,
subchapter
X,
as
amended
or
enacted
in
this
division
of
this
Act,
into
parts
as
follows:
1.
Part
1,
including
sections
489.1001
through
489.1007.
2.
Part
2,
including
sections
489.1021
through
489.1026.
3.
Part
3,
including
sections
489.1031
through
489.1036.
4.
Part
4,
including
sections
489.1041
through
489.1046.
5.
Part
5,
including
sections
489.1051
through
489.1056.
DIVISION
II
COORDINATING
AMENDMENTS
Sec.
145.
Section
9.11,
subsection
1,
paragraph
c,
Code
2023,
is
amended
to
read
as
follows:
c.
Chapter
489
,
including
as
provided
in
section
489.205,
489.205A
and
as
stated
in
section
489.117
or
as
otherwise
described
in
sections
489.112,
489.302
,
489.702
,
489.1008
,
489.1012
,
and
489.14502
section
489.210
.
Sec.
146.
Section
10.1,
subsection
9,
paragraph
b,
Code
2023,
is
amended
to
read
as
follows:
b.
As
used
in
paragraph
“a”
,
a
type
of
membership
interest
in
a
limited
liability
company
includes
a
protected
series
as
provided
in
chapter
489,
article
14
subchapter
XIV
.
Sec.
147.
Section
10.1,
subsection
17,
paragraph
b,
Code
2023,
is
amended
to
read
as
follows:
b.
As
used
in
paragraph
“a”
,
a
type
of
membership
interest
in
a
limited
liability
company
includes
a
protected
series
of
a
series
limited
liability
company
as
provided
in
chapter
489,
article
14
subchapter
XIV
.
Sec.
148.
Section
10.10,
subsection
1,
paragraph
c,
House
File
655,
p.
139
subparagraph
(2),
Code
2023,
is
amended
to
read
as
follows:
(2)
As
used
in
subparagraph
(1),
a
type
of
membership
interest
in
a
limited
liability
company
includes
a
protected
series
of
a
series
limited
liability
company
as
provided
in
chapter
489,
article
14
subchapter
XIV
.
Sec.
149.
Section
488.108,
subsection
4,
paragraph
b,
subparagraph
(4),
Code
2023,
is
amended
to
read
as
follows:
(4)
For
a
limited
liability
company
under
chapter
489
,
section
489.108
,
489.109
,
489.114A,
or
489.706
.
Sec.
150.
Section
490.401,
subsection
2,
paragraph
h,
subparagraph
(4),
Code
2023,
is
amended
to
read
as
follows:
(4)
For
a
limited
liability
company
under
chapter
489
,
section
489.108
,
489.109
,
489.114A,
or
489.706
.
Sec.
151.
Section
501A.102,
subsection
13,
Code
2023,
is
amended
by
striking
the
subsection.
Sec.
152.
Section
501A.1101,
subsections
1,
2,
and
5,
Code
2023,
are
amended
to
read
as
follows:
1.
Authorization.
Unless
otherwise
prohibited,
cooperatives
organized
under
the
laws
of
this
state,
including
cooperatives
organized
under
this
chapter
or
traditional
cooperatives,
may
merge
or
consolidate
with
each
other,
an
Iowa
limited
liability
company
under
the
provisions
of
section
489.1015
,
or
other
another
business
entities
entity
organized
under
the
laws
of
another
state
,
by
complying
with
the
provisions
of
this
section
and
the
law
of
the
state
where
the
surviving
or
new
business
entity
will
exist.
A
cooperative
shall
not
merge
or
consolidate
with
a
business
entity
organized
under
the
laws
of
this
state,
other
than
a
traditional
cooperative,
unless
the
law
governing
the
business
entity
expressly
authorizes
merger
or
consolidation
with
a
cooperative.
This
subsection
does
not
authorize
a
foreign
business
entity
to
do
any
act
not
authorized
by
the
law
governing
the
foreign
business
entity.
2.
Plan.
To
initiate
a
merger
or
consolidation
of
a
cooperative,
a
written
plan
of
merger
or
consolidation
shall
be
prepared
by
the
board
or
by
a
committee
selected
by
the
board
to
prepare
a
plan.
The
plan
shall
state
all
of
the
following:
a.
The
names
of
the
each
constituent
domestic
cooperative
,
the
name
of
any
Iowa
limited
liability
company
that
is
a
party
to
the
merger
,
to
the
extent
authorized
under
section
489.1015
,
House
File
655,
p.
140
and
any
foreign
business
entities
entity
that
is
a
party
to
the
merger
.
b.
The
name
of
the
surviving
or
new
domestic
cooperative
,
Iowa
limited
liability
company
as
required
by
section
489.1015
,
or
other
foreign
business
entity.
c.
The
manner
and
basis
of
converting
membership
or
ownership
interests
of
the
constituent
domestic
cooperative
,
the
Iowa
limited
liability
company
that
is
a
party
as
provided
in
section
489.1015
,
or
foreign
business
entity
into
membership
or
ownership
interests
in
the
surviving
or
new
domestic
cooperative,
the
surviving
Iowa
limited
liability
company
as
authorized
in
section
489.1015
,
or
foreign
business
entity.
d.
The
terms
of
the
merger
or
consolidation.
e.
The
proposed
effect
of
the
merger
or
consolidation
on
the
members
and
patron
members
of
each
constituent
domestic
cooperative.
f.
For
a
consolidation,
the
plan
shall
contain
the
articles
of
the
entity
or
organizational
documents
to
be
filed
with
the
state
in
which
the
entity
is
organized
or,
if
the
surviving
organization
is
an
Iowa
limited
liability
company,
the
articles
of
organization
.
5.
Effect
of
merger
or
consolidation.
For
a
merger
that
does
not
involve
an
Iowa
limited
liability
company,
the
following
shall
apply
to
the
The
effect
of
a
merger
or
consolidation
shall
be
as
follows
:
a.
After
the
effective
date,
the
each
domestic
cooperative,
Iowa
limited
liability
company,
if
party
to
the
plan,
cooperatives
and
any
foreign
business
entity
that
is
a
party
to
the
plan
become
a
single
entity.
For
a
merger,
the
surviving
business
entity
is
the
business
entity
designated
in
the
plan.
For
a
consolidation,
the
new
domestic
cooperative
,
the
Iowa
limited
liability
company,
if
any,
and
any
or
new
foreign
business
entity
is
the
business
entity
provided
for
in
the
plan.
Except
for
the
surviving
or
new
domestic
cooperative,
Iowa
limited
liability
company,
or
foreign
business
entity,
the
separate
existence
of
each
merged
or
consolidated
domestic
or
foreign
business
entity
that
is
a
party
to
the
plan
ceases
on
the
effective
date
of
the
merger
or
consolidation.
b.
The
surviving
or
new
domestic
cooperative
,
Iowa
limited
House
File
655,
p.
141
liability
company,
or
foreign
business
entity
possesses
all
of
the
rights
and
property
of
each
of
the
merged
or
consolidated
business
entities
and
is
responsible
for
all
their
obligations.
The
title
to
property
of
the
merged
or
consolidated
domestic
cooperative,
Iowa
limited
liability
company,
or
foreign
business
entity
,
is
vested
in
the
surviving
or
new
domestic
cooperative,
Iowa
limited
liability
company,
or
foreign
business
entity
without
reversion
or
impairment
of
the
title
caused
by
the
merger
or
consolidation.
c.
If
a
merger
involves
an
Iowa
limited
liability
company,
this
subsection
is
subject
to
the
provisions
of
section
489.1015
.
Sec.
153.
Section
501A.1102,
subsection
1,
Code
2023,
is
amended
to
read
as
follows:
1.
Definition.
For
purposes
of
this
section
,
“subsidiary”
means
a
domestic
cooperative
,
an
Iowa
limited
liability
company,
or
a
foreign
cooperative.
Sec.
154.
Section
501A.1102,
subsection
2,
unnumbered
paragraph
1,
Code
2023,
is
amended
to
read
as
follows:
An
Iowa
limited
liability
company
may
only
participate
in
a
merger
under
this
section
to
the
extent
authorized
under
section
489.1015
.
A
parent
domestic
cooperative
or
a
subsidiary
that
is
a
domestic
cooperative
may
complete
the
merger
of
a
subsidiary
as
provided
in
this
section
.
However,
if
either
the
parent
cooperative
or
the
subsidiary
is
a
business
entity
organized
under
the
laws
of
this
state,
the
merger
of
the
subsidiary
is
not
authorized
under
this
section
unless
the
law
governing
the
business
entity
expressly
authorizes
merger
with
a
cooperative.
Sec.
155.
Section
501A.1103,
subsection
2,
paragraph
a,
Code
2023,
is
amended
to
read
as
follows:
a.
A
merger
may
be
abandoned
upon
any
of
the
following:
(1)
The
members
of
each
of
the
constituent
domestic
cooperatives
entitled
to
vote
on
the
approval
of
the
plan
have
approved
the
abandonment
at
a
meeting
by
the
affirmative
vote
of
the
holders
of
a
majority
of
the
voting
power
of
the
membership
interests
entitled
to
vote.
(2)
The
merger
is
with
a
domestic
cooperative
and
an
Iowa
limited
liability
company
or
foreign
business
entity.
House
File
655,
p.
142
(3)
(2)
The
abandonment
is
approved
in
such
manner
as
may
be
required
by
section
489.1015
for
the
involvement
of
an
Iowa
limited
liability
company,
or
for
a
foreign
business
entity
by
under
the
laws
of
the
state
under
which
the
foreign
business
entity
is
organized.
(4)
(3)
The
members
of
a
constituent
domestic
cooperative
are
not
entitled
to
vote
on
the
approval
of
the
plan,
and
the
board
of
the
constituent
domestic
cooperative
has
approved
the
abandonment
by
the
affirmative
vote
of
a
majority
of
the
directors
present.
(5)
(4)
The
plan
provides
for
abandonment
and
all
conditions
for
abandonment
set
forth
in
the
plan
are
met.
(6)
(5)
The
plan
is
abandoned
before
the
effective
date
of
the
plan
by
a
resolution
of
the
board
of
any
constituent
domestic
cooperative
abandoning
the
plan
of
merger
approved
by
the
affirmative
vote
of
a
majority
of
the
directors
present,
subject
to
the
contract
rights
of
any
other
person
under
the
plan.
If
a
plan
of
merger
is
with
a
domestic
business
entity
or
foreign
business
entity,
the
plan
of
merger
may
be
abandoned
before
the
effective
date
of
the
plan
by
a
resolution
of
the
foreign
business
entity
adopted
according
to
the
laws
of
the
state
under
which
the
foreign
business
entity
is
organized,
subject
to
the
contract
rights
of
any
other
person
under
the
plan.
If
the
plan
of
merger
is
with
an
Iowa
limited
liability
company,
the
plan
of
merger
may
be
abandoned
by
the
Iowa
limited
liability
company
as
provided
in
section
489.1015
,
subject
to
the
contractual
rights
of
any
other
person
under
the
plan.
Sec.
156.
Section
504.401,
subsection
2,
paragraph
b,
subparagraph
(4),
Code
2023,
is
amended
to
read
as
follows:
(4)
For
a
limited
liability
company
under
chapter
489
,
section
489.108
,
489.109
,
489.114A,
or
489.706
.
Sec.
157.
Section
504.403,
subsection
1,
paragraph
b,
subparagraph
(4),
Code
2023,
is
amended
to
read
as
follows:
(4)
For
a
limited
liability
company
under
chapter
489
,
section
489.108
,
489.109
,
489.114A,
or
489.706
.
Sec.
158.
Section
524.303,
subsection
2,
Code
2023,
is
amended
to
read
as
follows:
2.
Applicable
fees,
payable
to
the
secretary
of
state
as
House
File
655,
p.
143
specified
in
section
489.117
or
section
490.122
,
for
the
filing
of
the
articles
of
incorporation
or
section
489.117
for
filing
a
certificate
of
organization
.
Sec.
159.
Section
524.310,
subsection
5,
paragraph
b,
Code
2023,
is
amended
to
read
as
follows:
b.
A
corporate
or
company
name
reserved,
registered,
or
protected
as
provided
in
section
489.109
,
489.114A,
489.706,
490.402
,
490.403
,
504.402
,
or
504.403
.
Sec.
160.
Section
542.7,
subsection
3,
paragraph
c,
subparagraph
(2),
Code
2023,
is
amended
to
read
as
follows:
(2)
Notwithstanding
chapter
489,
article
11
subchapter
XI
,
or
any
other
provision
of
law
to
the
contrary,
a
certified
public
accounting
firm
organized
as
a
professional
limited
liability
company
under
chapter
489,
article
11
subchapter
XI
,
may
have
nonlicensee
members
provided
that
the
professional
limited
liability
company
complies
with
the
requirements
of
this
section
.
DIVISION
III
EFFECTIVE
DATE
Sec.
161.
EFFECTIVE
DATE.
This
Act
takes
effect
January
1,
2024.
______________________________
PAT
GRASSLEY
Speaker
of
the
House
______________________________
AMY
SINCLAIR
President
of
the
Senate
I
hereby
certify
that
this
bill
originated
in
the
House
and
is
known
as
House
File
655,
Ninetieth
General
Assembly.
______________________________
MEGHAN
NELSON
Chief
Clerk
of
the
House
Approved
_______________,
2023
______________________________
KIM
REYNOLDS
Governor