Iowa Code 489.1207 – Application to existing relationships
Current as of: 2024 | Check for updates
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1. For purposes of applying this chapter to a limited liability company formed before January 1, 2024, references in the limited liability company’s operating agreement to provisions in this chapter in effect before January 1, 2024, are deemed to be references to the comparable provision in this chapter after January 1, 2024.
Terms Used In Iowa Code 489.1207
- 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
- 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
- Professional limited liability company: means a limited liability company subject to this subchapter, except a foreign professional limited liability company. See Iowa Code 489.1101
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 489.704* as that section existed immediately prior to January 1, 2024, shall be subject to the requirements set forth in that section as it existed immediately prior to January 1, 2024, 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 489.107, subsection 4, language in the limited liability company’s articles of organization designating the limited liability company’s management structure operates as if that language were in the operating agreement.
c. If a professional limited liability company‘s name complied with section 490A.1503 as that section existed on December 30, 2010, that company’s name shall also be deemed to comply with the name requirements of section 489.1103 of the 2011 edition of the Iowa Code.