Iowa Code 489.14402 – Claim seeking to disregard limitation of liability
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1. Except as otherwise provided in subsection 2, a claim seeking to disregard a limitation in section 489.14401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.
Terms Used In Iowa Code 489.14402
- 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 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
- Foreign series limited liability company: means a foreign limited liability company that has at least one foreign protected series. See Iowa Code 489.14102
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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
2. The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in section 489.14401, subsection 1, but may be a ground to disregard a limitation in section 489.14401, subsection 2.
3. This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in section 489.14401, if any of the following apply:
a. The claimant is a resident of this state or doing business or authorized to do business in this state.
b. The claim is to establish or enforce a liability arising under law of this state other than this subchapter or from an act or omission in this state.