2021 Iowa Code
Title XII - BUSINESS ENTITIES
Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT
Section 489.14105 - Governing law.

489.14105 Governing law.

The law of this state governs all of the following:

1. The internal affairs of a protected series of a series limited liability company, including all of the following:

a. Relations among any associated members of the protected series.

b. Relations among the protected series and any of the following:

(1) Any associated member.

(2) The protected-series manager.

(3) Any protected-series transferee.

c. Relations between any associated member and any of the following:

(1) The protected-series manager.

(2) Any protected-series transferee.

d. The rights and duties of a protected-series manager.

e. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs.

f. Procedures and conditions for becoming an associated member or protected-series transferee.

2. The relations between a protected series of a series limited liability company and each of the following:

a. The company.

b. Another protected series of the company.

c. A member of the company which is not an associated member of the protected series.

d. A protected-series manager that is not a protected-series manager of the protected series.

e. A protected-series transferee that is not a protected-series transferee of the protected series.

3. The liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as any of the following:

a. An associated member, protected-series transferee, or protected-series manager of the protected series.

b. A member of the company which is not an associated member of the protected series.

c. A protected-series manager that is not a protected-series manager of the protected series.

d. A protected-series transferee that is not a protected-series transferee of the protected series.

e. A manager of the company.

f. A transferee of a transferable interest of the company.

4. The liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the company if the debt, obligation, or liability is asserted solely by reason of the company doing any of the following:

a. Having delivered to the secretary of state for filing under section 489.14201, subsection 2, a protected series designation pertaining to the protected series or under section 489.14201, subsection 4, or section 489.14202, subsection 3, a statement of designation change pertaining to the protected series.

b. Being or acting as a protected-series manager of the protected series.

c. Having the protected series be or act as a manager of the company.

d. Owning a protected-series transferable interest of the protected series.

5. The liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the company or of another protected series of the company if the debt, obligation, or liability is asserted solely by reason of any of the following:

a. The protected series is any of the following:

(1) A protected series of the company or having as a protected-series manager the company or another protected series of the company.

(2) Acting as a protected-series manager of another protected series of the company or a manager of the company.

b. The company owning a protected-series transferable interest of the protected series.

2019 Acts, ch 26, §5, 41

Referred to in §489.14107

Section takes effect July 1, 2020; 2019 Acts, ch 26, §41

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