Iowa Code 489.701 – Events causing dissolution
Current as of: 2024 | Check for updates
|
Other versions
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. After the limited liability company has at least one member, 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 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 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 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. The signing and filing of a statement of administrative dissolution by the secretary of state under section 489.708.
Terms Used In Iowa Code 489.701
- Certificate of organization: means the certificate required by section 489. See Iowa Code 489.102
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Member: means a person for whom all of the following are true:a. See Iowa Code 489.102
- Operating agreement: means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, 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. See Iowa Code 489.102
- 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. See Iowa Code 489.102
- 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. See Iowa Code 489.102
2. In a proceeding brought under subsection 1, paragraph “d”, subparagraph (3), the district court may order a remedy other than dissolution.