CHAPTER 490A
LIMITED LIABILITY COMPANIES
Referred to in § 9H.4, 10.1, 487.1203, 542C.3, 547.1, 669.14
SUBCHAPTER I
GENERAL PROVISIONS
PART 1
490A.100 Short title.
490A.101 Reservation of power to
amend or repeal.
490A.102 Definitions.
PART 2
490A.120 Filing requirements.
490A.121 Filing duty of secretary of state.
490A.122 Effective time and date of documents.
490A.123 Correcting filed documents.
490A.124 Fees.
490A.125 Forms.
490A.126 Appeal from secretary of
state's refusal to file document.
490A.127 Evidentiary effect of
copy of filed document.
490A.128 Certificate of existence.
490A.129 Penalty for signing false document.
490A.130 Secretary of state--powers.
SUBCHAPTER II
PURPOSES AND POWERS
490A.201 Purposes.
490A.202 Powers.
SUBCHAPTER III
FORMATION
490A.301 Formation.
490A.302 Liability.
490A.303 Articles of organization.
490A.304 Conversion of certain
entities to a limited liability company.
490A.305 Series of members,
managers, or membership interests.
490A.306 Admission of members.
490A.307 Classes and voting.
SUBCHAPTER IV
NAMES
490A.401 Name.
490A.402 Reserved name.
SUBCHAPTER V
REGISTERED OFFICE AND AGENT
490A.501 Registered office and registered agent.
490A.502 Change of registered
office or registered agent.
490A.503 Resignation of registered agent--discontinuance
of registered office--statement.
490A.504 Service on limited liability company.
SUBCHAPTER VI
RELATIONSHIP OF A
LIMITED LIABILITY COMPANY
AND ITS MEMBERS TO THIRD PERSONS
490A.601 Liability to third parties.
490A.602 Parties to actions.
490A.603 Liability of members.
SUBCHAPTER VII
RELATIONSHIP OF MEMBERS TO EACH OTHER
490A.701 Voting rights of members.
490A.702 Management of limited liability company.
490A.703 Operating agreement.
490A.704 Withdrawal of member.
490A.704A Resignation or
withdrawal of member.
490A.705 Management of a limited
liability company by a manager or managers.
490A.705A Classes of managers and
voting.
490A.706 General standards of conduct for managers.
490A.707 Limitation of liability of managers.
490A.708 Business transactions of
managers with the limited liability company.
490A.709 Information and records.
490A.710 Delegation of rights and
powers to manage.
490A.711 Contractual appraisal
rights.
490A.712 Cessation of membership.
SUBCHAPTER VIII
FINANCE
490A.801 Contributions--penalties.
490A.802 Sharing of profits and losses.
490A.803 Sharing of distributions.
490A.804 Interim distributions.
490A.805 Distribution upon withdrawal.
490A.806 Distribution in kind.
490A.807 Restrictions on making distribution.
490A.808 Liability upon wrongful distribution.
490A.809 Right to distribution.
SUBCHAPTER IX
RIGHTS OF AND
ASSIGNMENT BY MEMBERS
490A.901 Nature of interest in limited liability company.
490A.902 Assignment of interest.
490A.903 Right of assignee to become member.
490A.904 Rights of creditor.
490A.905 Powers of estate of a
deceased or incompetent member.
SUBCHAPTER X
DERIVATIVE ACTIONS
490A.1001 Right of member to bring derivative action.
SUBCHAPTER XI
AMENDMENT OF ARTICLES OF ORGANIZATION
490A.1101 Amendment of articles of organization.
490A.1102 Restated articles of organization.
490A.1103 Amendment pursuant to reorganization.
490A.1104 Effect of amendment.
SUBCHAPTER XII
MERGER
490A.1201 Merger.
490A.1202 Plan of merger.
490A.1203 Action on plan.
490A.1204 Articles of merger.
490A.1205 Effect of merger.
490A.1206 Merger with foreign entity.
SUBCHAPTER XIII
DISSOLUTION
490A.1301 Dissolution--general provisions.
490A.1302 Judicial dissolution.
490A.1303 Winding up.
490A.1304 Distribution of assets
upon dissolution.
490A.1305 Articles of dissolution.
490A.1306 Known claims against
dissolved limited liability companies.
490A.1307 Unknown claims against
dissolved limited liability company.
SUBCHAPTER XIV
FOREIGN LIMITED LIABILITY COMPANIES
490A.1401 Law governing.
490A.1402 Registration.
490A.1403 Service on foreign limited liability company.
490A.1404 Name.
490A.1405 Change and amendment.
490A.1406 Cancellation of
certificate of authority.
490A.1407 Authority to transact business required.
490A.1408 Consequences of
transacting business without authority.
490A.1409 Actions by attorney general.
490A.1410 Revocation of certificate of authority.
SUBCHAPTER XV
PROFESSIONAL LIMITED LIABILITY COMPANIES
490A.1501 Definitions.
490A.1502 Purposes and powers.
490A.1503 Name.
490A.1504 Who may organize.
490A.1505 Practice by professional
limited liability company.
490A.1506 Professional regulation.
490A.1507 Relationship and
liability to persons served.
490A.1508 Issuance of membership interests.
490A.1509 Assignment of membership interests.
490A.1510 Convertible membership interests--rights
and options.
490A.1511 Voting trust--proxy.
490A.1512 Required purchase by
professional limited liability company of its own membership
interests.
490A.1513 Certificates
representing membership interests.
490A.1514 Management.
490A.1515 Merger.
490A.1516 Dissolution or liquidation.
490A.1517 Foreign professional
limited liability company.
490A.1518 Limited liability
companies organized under other laws.
490A.1519 Conflicts with other
provisions of this chapter.
SUBCHAPTER XVI
PROPERTY TITLE RECORDS
490A.1601 Property title records.
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League of Women Voters of Iowa
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