Iowa Code 489.14102 – Definitions
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As used in this subchapter, unless the context otherwise requires:
1. “Asset” means any of the following:
a. Property in which a series limited liability company or protected series has rights.
b. Property as to which the company or protected series has the power to transfer rights.
Terms Used In Iowa Code 489.14102
- Asset: means any of the following:a. See Iowa Code 489.14102
- Associated asset: means an asset that meets the requirements of section 489. See Iowa Code 489.14102
- Associated member: means a member that meets the requirements of section 489. See Iowa Code 489.14102
- Distribution: includes all of the following:(1) A redemption or other purchase by a limited liability company of a transferable interest. 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
- Foreign limited liability company: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited liability company if formed under the law of this state. See Iowa Code 489.102
- 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 subchapter. See Iowa Code 489.14102
- 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
- Protected-series transferable interest: means a right to receive a distribution from a protected series. See Iowa Code 489.14102
- Transfer: includes any of the following:a. See Iowa Code 489.102
- Transferable interest: means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. See Iowa Code 489.102
2. “Associated asset” means an asset that meets the requirements of section 489.14301.
3. “Associated member” means a member that meets the requirements of section 489.14302.
4. “Foreign protected series” means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under this subchapter. The term applies whether or not the law under which the foreign company is organized refers to “protected series”.
5. “Foreign series limited liability company” means a foreign limited liability company that has at least one foreign protected series.
6. “Nonassociated asset” means any of the following:
a. An asset of a series limited liability company which is not an associated asset of the company.
b. An asset of a protected series of the company which is not an associated asset of the protected series.
7. “Person” means the same as defined in section 4.1 and includes a protected series.
8. “Protected series”, except in the phrase “foreign protected series”, means a protected series established under section 489.14201.
9. “Protected-series manager” means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, this subchapter, and this chapter.
10. “Protected-series transferable interest” means a right to receive a distribution from a protected series.
11. “Protected-series transferee” means a person to which all or part of a protected-series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.
12. “Series limited liability company”, except in the phrase “foreign series limited liability company”, means a limited liability company that has at least one protected series.