Iowa Code 489.14108 – Rules for applying specified provisions of this chapter to specified provisions of this subchapter
Current as of: 2024 | Check for updates
|
Other versions
1. Except as otherwise provided in subsection 2 and section 489.14107, the following rules apply in applying section 489.14106, section 489.14304, subsections 3 and 6, section 489.14501, subsection 4, paragraph “a”, section 489.14502, subsection 1, and section 489.14503, subsection 2:
a. A protected series of a series limited liability company is deemed to be a limited liability company that is formed separately from the series limited liability company and is distinct from the series limited liability company and any other protected series of the series limited liability company.
b. An associated member of the protected series is deemed to be a member of the company deemed to exist under paragraph “a”.
c. A protected-series transferee of the protected series is deemed to be a transferee of the company deemed to exist under paragraph “a”.
d. A protected-series transferable interest of the protected series is deemed to be a transferable interest of the company deemed to exist under paragraph “a”.
e. A protected-series manager is deemed to be a manager of the company deemed to exist under paragraph “a”.
f. An asset of the protected series is deemed to be an asset of the company deemed to exist under paragraph “a”, whether or not the asset is an associated asset of the protected series.
g. Any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the company deemed to exist under paragraph “a”.
Terms Used In Iowa Code 489.14108
- 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
- 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
- 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. See Iowa Code 489.102
- 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
- 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
- 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
- Transferee: includes a person that owns a transferable interest under section 489. See Iowa Code 489.102
2. Subsection 1 does not apply if its application would do any of the following:a. Contravene section 489.105.b. Authorize or require the secretary of state to do any of the following:(1) Accept for filing a type of record that neither this subchapter nor any of the other 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 subchapter nor the other subchapters of this chapter authorizes or requires the secretary of state to make or deliver.