Iowa Code 489.14303 – Protected-series transferable interest
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1. A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company.
Terms Used In Iowa Code 489.14303
- 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
- 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. 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
- Transferee: includes a person that owns a transferable interest under section 489. See Iowa Code 489.102
2. If a protected series of a series limited liability company has no associated members when established, the company owns the protected-series transferable interests in the protected series.3. In addition to acquiring a protected-series transferable series interest under subsection 2, a series limited liability company may acquire a protected-series transferable interest through a transfer from another person or as provided in the operating agreement.4. Except for section 489.14108, subsection 1, paragraph “c”, a provision of this subchapter which applies to a protected-series transferee of a protected series of a series limited liability company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. A provision of the operating agreement of a series limited liability company which applies to a protected-series transferee of a protected series of the company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series.