Iowa Code 489.901 – Governing law
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1. The law of the jurisdiction of formation of a foreign limited liability company governs all of the following:
a. The internal affairs of the foreign limited liability company.
b. The liability of a member as member and manager as manager for a debt, obligation, or other liability of the foreign limited liability company.
c. The liability of a series of the foreign limited liability company.
Terms Used In Iowa Code 489.901
- 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
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Iowa Code 489.102
- 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
- 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.
- 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. A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of the foreign limited liability company’s jurisdiction of formation and the law of this state.3. Registration of a foreign limited liability company to do business in this state does not permit the foreign limited liability company to engage in any business or affairs or exercise any power that a limited liability company cannot lawfully engage in or exercise in this state.