2021 Iowa Code
Title XII - BUSINESS ENTITIES
Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT
Section 489.1101 - Definitions.

489.1101 Definitions.

As used in this article, unless the context otherwise requires:

1. “Employee” or “agent” does not include a clerk, stenographer, secretary, bookkeeper, technician, or other person who is not usually and ordinarily considered by custom and practice to be practicing a profession nor any other person who performs all that person’s duties for the professional limited liability company under the direct supervision and control of one or more managers, employees, or agents of the professional limited liability company who are duly licensed in this state to practice a profession which the limited liability company is authorized to practice in this state. This article does not require any such persons to be licensed to practice a profession if they are not required to be licensed under any other law of this state.

2. “Foreign professional limited liability company” means a limited liability company organized under laws other than the laws of this state for a purpose for which a professional limited liability company may be organized under this article.

3. “Licensed” includes registered, certified, admitted to practice, or otherwise legally authorized under the laws of this state.

4. “Profession” means the following professions:

a. Certified public accountancy.

b. Architecture.

c. Chiropractic.

d. Dentistry.

e. Physical therapy.

f. Practice as a physician assistant.

g. Psychology.

h. Professional engineering.

i. Land surveying.

j. Landscape architecture.

k. Law.

l. Medicine and surgery.

m. Optometry.

n. Osteopathic medicine and surgery.

o. Accounting practitioner.

p. Podiatry.

q. Real estate brokerage.

r. Speech pathology.

s. Audiology.

t. Veterinary medicine.

u. Pharmacy.

v. Nursing.

w. Marital and family therapy or mental health counseling, provided that the marital and family therapist or mental health counselor is licensed under chapters 147 and 154D.

x. Social work, provided that the social worker is licensed pursuant to chapter 147 and section 154C.3, subsection 1, paragraph “c”.

5. “Professional limited liability company” means a limited liability company subject to this article, except a foreign professional limited liability company.

6. “Regulating board” means any board, commission, court, or governmental authority which, under the laws of this state, is charged with the licensing, registration, certification, admission to practice, or other legal authorization of the practitioners of any profession.

7. a. “Voluntary transfer” includes a sale, voluntary assignment, gift, pledge, or encumbrance; a voluntary change of legal or equitable ownership or beneficial interest; or a voluntary change of persons having voting rights with respect to any transferable interest, except as proxies.

b. “Voluntary transfer” does not include a transfer of an individual’s interest in a limited liability company or other property to a guardian or conservator appointed for that individual or the individual’s property.

2008 Acts, ch 1088, §141; 2008 Acts, ch 1162, §87, 155; 2011 Acts, ch 1, §1, 5, 6; 2018 Acts, ch 1066, §1, 5; 2019 Acts, ch 24, §72