2021 Iowa Code
Title XII - BUSINESS ENTITIES
Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT
Section 489.14401 - Limitations on liability.
489.14401 Limitations on liability.
1. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of any of the following:
a. A protected series of a series limited liability company solely by reason of being or acting as any of the following:
(1) An associated member, protected-series manager, or protected-series transferee of the protected series.
(2) A member, manager, or a transferee of the company.
b. A series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.
2. Subject to section 489.14404, all of the following rules apply:
a. A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.
b. A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.
c. A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company for any of the following:
(1) Being or acting as a protected-series manager of the protected series.
(2) Having the protected series manage the company.
(3) Owning a protected-series transferable interest of the protected series.
d. A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of any of the following:
(1) Being a protected series of the company.
(2) Being or acting as a manager of the company or a protected-series manager of another protected series of the company.
(3) Having the company or another protected series of the company be or act as a protected-series manager of the protected series.
2019 Acts, ch 26, §20, 41
Referred to in §489.14107, 489.14402
Section takes effect July 1, 2020; 2019 Acts, ch 26, §41
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