Iowa Code 489.1116 – Dissolution or liquidation
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Terms Used In Iowa Code 489.1116
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Licensed: includes registered, certified, admitted to practice, or otherwise legally authorized under the laws of this state. See Iowa Code 489.1101
- Member: means a person for whom all of the following are true:a. 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
- Profession: means the following professions:
a. See Iowa Code 489.1101- 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
- 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
A violation of any provision of this 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 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. 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 489.1119. 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 subchapter.