GENERAL PROVISIONS

Iowa Code tit. XII, ch. 489, subch. I

in effect

Iowa Code § 489.101 Short title.

489.101. Short title. 1. This chapter may be cited as the “Uniform Limited Liability Company Act”. 2. In addition, subchapter XIV of this chapter may be cited as provided in section 489.14101. 2008 Acts, ch 1162, §1, 155; 2019 Acts, ch 26, §44, 53; 2020 Acts, ch 1063, §384; 2023 Acts, ch 152, §1, 161

Iowa Code § 489.102 Definitions.

489.102. Definitions. As used in this chapter, unless the context otherwise requires: 1. “Certificate of organization” means the certificate required by section 489.201. The term includes the certificate as amended or restated. 2. “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in section 489.402 which is provided by a person to a limited liability company to become a member or in the person’s capacity as a member. 3. “Debtor in bankruptcy” means a person that is the subject of any of the following: a. An order for relief under Tit. 11 of the United States Code or a comparable order under a successor statute of general application. b. A comparable order under federal, state, or foreign law governing insolvency. 4. “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and if authorized in accordance with section 489.120, by electronic transmission. 5. “Distribution” means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person’s capacity as a member. a. “Distribution” includes all of the following: (1) A redemption or other purchase by a limited liability company of a transferable interest. (2) A transfer to a member in return for the member’s relinquishment of any right to participate as a member in the management or conduct of the limited liability company’s activities and affairs or to have access to records or other information concerning the company’s activities and affairs. b. “Distribution” does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program. 6. “Domestic cooperative” means an entity organized on a cooperative basis under chapter 497, 498, or 499, a cooperative organized under chapter 499A, or a cooperative organized under chapter 501 or 501A. 7. “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. 8. “Electronic transmission” or “electronically transmitted” means any form or process of communication not directly involving the physical transfer of paper or another tangible medium that is all of the following: a. Suitable for the retention, retrieval, and reproduction of information by the recipient. b. Retrievable in paper form by the recipient through an automated process used in conventional commercial practice. 9. “Filing entity” means an unincorporated entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation. 10. “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. 11. “Jurisdiction”, used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. 12. “Jurisdiction of formation” means the jurisdiction whose law governs the internal affairs of an entity. 13. “Limited liability company”, except in the phrase “foreign limited liability company” and in subchapter X, means an entity formed under this chapter or which becomes subject to this chapter under subchapter X or section 489.1207. 14. “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 489.407, subsection 3. 15. “Manager-managed limited liability company” means a limited liability company that qualifies under section 489.407, subsection 1. 16. “Member” means a person for whom all of the following are true: a. The person has become a member of a limited liability company under section 489.401 or was a member in a limited liability company when the company became subject to this chapter under section 489.1207. b. The person is not dissociated under section 489.602. 17. “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company. 18. “Nonfiling entity” means an unincorporated entity that is of a type that is not created by filing a public organic record. 19. “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489.105, subsection 1. The term includes the agreement as amended or restated. 20. “Organizer” means a person that acts under section 489.201 to form a limited liability company. 21. a. “Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, domestic cooperative, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. b. “Person” includes a protected series, however denominated, of an entity if the protected series is established under law that limits, or limits if conditions specified under law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series. 22. “Principal office” means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state. 23. “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. 24. “Record”, used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. 25. “Registered agent” means an agent of a limited liability company or foreign limited liability company which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company. 26. “Registered foreign limited liability company” means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state. 27. “Sign” means, with present intent to authenticate or adopt a record, to do any of the following: a. Execute or adopt a tangible symbol. b. Attach to or logically associate with the record an electronic symbol, sound, or process. 28. “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. 29. “Transfer” includes any of the following: a. An assignment. b. A conveyance. c. A sale. d. A lease. e. An encumbrance, including a mortgage or security interest. f. A gift. g. A transfer by operation of law. 30. a. “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. b. “Transferable interest” applies to any fraction of the interest, by whomever owned. 31. a. “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. b. “Transferee” includes a person that owns a transferable interest under section 489.603, subsection 1, paragraph “c”. 2008 Acts, ch 1162, §2, 155; 2010 Acts, ch 1100, §1; 2022 Acts, ch 1038, §1; 2023 Acts, ch 152, §2, 161; 2024 Acts, ch 1125, §1, 31; 2025 Acts, ch 30, §84, 85 Subsection 13 amended Subsection 16, paragraph a amended

Iowa Code § 489.103 Knowledge — notice.

489.103. Knowledge — notice. 1. A person knows a fact if the person has or is any of the following: a. Has actual knowledge of it. b. Is deemed to know it under subsection 4, paragraph “a”, or law other than this chapter. 2. A person has notice of a fact if the person has or is any of the following: a. Has reason to know the fact from all the facts known to the person at the time in question. b. Is deemed to have notice of the fact under subsection 4, paragraph “b”. 3. Subject to section 489.210, subsection 6, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact. 4. A person not a member is deemed all of the following: a. To know of a limitation on authority to transfer real property as provided in section 489.302, subsection 7. b. To have notice of all of the following: (1) The limited liability company’s dissolution, ninety days after a statement of dissolution under section 489.702, subsection 2, paragraph “b”, subparagraph (1), becomes effective. (2) The limited liability company’s termination, ninety days after a statement of termination under section 489.702, subsection 2, paragraph “b”, subparagraph (6), becomes effective. (3) The limited liability company’s participation in a merger, interest exchange, conversion, or domestication, ninety days after the statement of merger, interest exchange, conversion, or domestication under subchapter X becomes effective. 2008 Acts, ch 1162, §3, 155; 2023 Acts, ch 152, §3, 161; 2024 Acts, ch 1125, §2, 31; 2025 Acts, ch 30, §86 Subsection 4, paragraph b, subparagraph (3) amended

Iowa Code § 489.104 Governing law.

489.104. Governing law. The law of this state governs all of the following: 1. The internal affairs of a limited liability company. 2. The liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company. 2008 Acts, ch 1162, §6, 155 C2009, §489.106 2023 Acts, ch 152, §6, 143, 161 C2024, §489.104 Former §489.104 transferred to §489.108; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.105 Operating agreement — scope, function, and limitations.

489.105. Operating agreement — scope, function, and limitations. 1. Except as otherwise provided in subsections 3 and 4, the operating agreement governs all of the following: a. Relations among the members as members and between the members and the limited liability company. b. The rights and duties under this chapter of a person in the capacity of manager. c. The activities and affairs of the company and the conduct of those activities and affairs. d. The means and conditions for amending the operating agreement. 2. To the extent the operating agreement does not provide for a matter described in subsection 1, this chapter governs the matter. 3. An operating agreement shall not do any of the following: a. Vary the law applicable under section 489.104. b. Vary a limited liability company’s capacity under section 489.109 to sue and be sued in its own name. c. Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following: (1) Registered agents. (2) The secretary of state, including provisions pertaining to records authorized or required to be delivered to the secretary of state for filing under this chapter. d. Vary the provisions of section 489.204. e. Alter or eliminate the duty of loyalty or the duty of care, except as otherwise provided in subsection 4. f. Eliminate the contractual obligation of good faith and fair dealing under section 489.409, subsection 4, but the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured. g. Relieve or exonerate a person from liability for conduct except as provided in subsection 6. h. Unreasonably restrict the duties and rights under section 489.410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use. i. Vary the causes of dissolution specified in section 489.701, subsection 1, paragraph “d”. j. Vary the requirement to wind up the limited liability company’s activities and affairs as specified in section 489.702, subsection 1; subsection 2, paragraph “a”; and subsection 5. k. Unreasonably restrict the right of a member to maintain an action under subchapter VIII. l. Vary the provisions of section 489.805, but the operating agreement may provide that the limited liability company shall not have a special litigation committee. m. Vary the right of a member to approve a merger, interest exchange, conversion, or domestication under section 489.1023, subsection 1, paragraph “b”; section 489.1033, subsection 1, paragraph “b”; section 489.1043, subsection 1, paragraph “b”; or section 489.1053, subsection 1, paragraph “b”. n. Vary the required contents of a plan of merger under section 489.1022, subsection 1; plan of interest exchange under section 489.1032, subsection 1; plan of conversion under section 489.1042, subsection 1; or plan of domestication under section 489.1052, subsection 1. o. Except as otherwise provided in sections 489.106 and 489.107, subsection 2, restrict the rights under this chapter of a person other than a member or manager. 4. Subject to subsection 3, paragraph “g”, without limiting other terms that may be included in an operating agreement, all the following rules apply: a. The operating agreement may do all of the following: (1) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts. (2) Alter the prohibition in section 489.405, subsection 1, paragraph “b”, so that the prohibition requires only that the limited liability company’s total assets not be less than the sum of its total liabilities. b. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member otherwise would have under this chapter and imposes the responsibility on one or more other members, the agreement also may eliminate or limit any fiduciary duty of the member relieved of the responsibility which would have pertained to the responsibility. c. If not manifestly unreasonable, the operating agreement may do all of the following: (1) Alter or eliminate the aspects of the duty of loyalty stated in section 489.409, subsections 2 and 9. (2) Identify specific types or categories of activities that do not violate the duty of loyalty. (3) Alter the duty of care, but may not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law. (4) Alter or eliminate any other fiduciary duty. 5. The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under subsection 3, paragraph “f”, or subsection 4, paragraph “c”. All of the following shall apply: a. The court shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time. b. The court may invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that any of the following apply: (1) The objective of the term is unreasonable. (2) The term is an unreasonable means to achieve the term’s objective. 6. An operating agreement may alter or eliminate the indemnification for a member or manager provided by section 489.408, subsection 1, and may eliminate or limit a member’s or manager’s liability to the limited liability company and members for money damages, except for any of the following: a. A breach of the duty of loyalty. b. A financial benefit received by the member or manager to which the member or manager is not entitled. c. A breach of a duty under section 489.406. d. Intentional infliction of harm on the company or a member. e. An intentional violation of criminal law. 2008 Acts, ch 1162, §10, 155 C2009, §489.110 2013 Acts, ch 30, §114, 115; 2023 Acts, ch 152, §9, 143, 161 C2024, §489.105 Former §489.105 transferred to §489.109; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.106 Operating agreement — effect on limited liability company and persons becoming members — preformation agreement.

489.106. Operating agreement — effect on limited liability company and persons becoming members — preformation agreement. 1. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. 2. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. 3. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a company may assent to terms providing that upon the formation of the company the terms will become the operating agreement. 4. An operating agreement in a signed record that excludes modification or rescission except by a signed record cannot be otherwise modified or rescinded. 2008 Acts, ch 1162, §11, 155 C2009, §489.111 2017 Acts, ch 54, §76; 2023 Acts, ch 152, §10, 143, 161 C2024, §489.106 Former §489.106 transferred to §489.104; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.107 Operating agreement — effect on third parties and relationship to records effective on behalf of limited liability company.

489.107. Operating agreement — effect on third parties and relationship to records effective on behalf of limited liability company. 1. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. 2. The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under section 489.503, subsection 2, paragraph “b”, to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member is or is not effective as follows: a. Is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or person dissociated as a member. b. Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member. 3. If a record delivered by a limited liability company to the secretary of state for filing becomes effective and contains a provision that would be ineffective under section 489.105, subsection 3 or subsection 4, paragraph “c”, if contained in the operating agreement, the provision is ineffective in the record. 4. Subject to subsection 3, if a record delivered by a limited liability company to the secretary of state for filing becomes effective and conflicts with a provision of the operating agreement, all of the following rules apply: a. The operating agreement prevails as to members, persons dissociated as members, transferees, and managers. b. The record prevails as to other persons to the extent they reasonably rely on the record. 2008 Acts, ch 1162, §12, 155 C2009, §489.112 2023 Acts, ch 152, §11, 143, 161 C2024, §489.107 Former §489.107 transferred to §489.111; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.108 Nature, purpose, and duration of limited liability company.

489.108. Nature, purpose, and duration of limited liability company. 1. A limited liability company is an entity distinct from its member or members. 2. A limited liability company may have any lawful purpose, regardless of whether for profit. 3. A limited liability company has perpetual duration. 2008 Acts, ch 1162, §4, 155 C2009, §489.104 2023 Acts, ch 152, §4, 143, 161 C2024, §489.108 Former §489.108 transferred to §489.112; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.109 Powers.

489.109. Powers. 1. Except as otherwise provided in subsection 2, a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs. 2. Until a limited liability company has or has had at least one member, the limited liability company lacks the capacity to do any act or carry on any activity except all of the following: a. Delivering to the secretary of state for filing a statement of change under section 489.116, an amendment to the certificate under section 489.202, a statement of correction under section 489.209, a biennial report under section 489.212, a statement of withdrawal or a statement of rescission under section 489.703, or a statement of termination under section 489.702, subsection 2, paragraph “b”, subparagraph (6). b. Admitting a member under section 489.401. c. Dissolving under section 489.701. 3. A limited liability company that has or has had at least one member may ratify an act or activity that occurred when the company lacked capacity under subsection 2. 2008 Acts, ch 1162, §5, 155 C2009, §489.105 2019 Acts, ch 26, §55; 2023 Acts, ch 152, §5, 143, 161 C2024, §489.109 2024 Acts, ch 1125, §3, 31 Former §489.109 transferred to §489.113; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.110 Operating agreement — scope, function, and limitations.

489.110. Operating agreement — scope, function, and limitations. Transferred to §489.105; 2023 Acts, ch 152, §143, 161.

Iowa Code § 489.111 Supplemental principles of law.

489.111. Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. 2008 Acts, ch 1162, §7, 155 C2009, §489.107 2023 Acts, ch 152, §143 C2024, §489.111 Former §489.111 transferred to §489.106; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.112 Permitted names.

489.112. Permitted names. 1. The name of a limited liability company must contain the phrase “limited liability company” or “limited company” or the abbreviation “L. L. C.”, “LLC”, “L. C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. 2. Except as otherwise provided in subsection 3, the name of a limited liability company, and the name under which a foreign limited liability company may register to do business in this state, must be distinguishable on the records of the secretary of state from any of the following: a. The name of an existing person whose formation required the filing of a record by the secretary of state and which is not at the time administratively dissolved, or if such person has been administratively dissolved, within five years of the effective date of dissolution. b. The name of a limited liability partnership whose statement of qualification is in effect. c. The name under which a person is registered to do business in this state by the filing of a record by the secretary of state. d. The name reserved under section 489.113 or other law of this state providing for the reservation of a name by the filing of a record by the secretary of state. e. The name registered under section 489.114 or other law of this state providing for the registration of a name by the filing of a record by the secretary of state. f. The name registered with the secretary of state as a fictitious name. 3. If a person consents in a record to the use of its name and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable on the records of the secretary of state from any name in any category of names in subsection 2, the name of the consenting person may be used by the person to which the consent was given. 4. In determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another person, words, phrases, or abbreviations indicating a type of person, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “P.C.”, “PC”, “professional association”, “P.A.”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “L.P.”, “LP”, “limited liability partnership”, “L.L.P.”, “LLP”, “registered limited liability partnership”, “R.L.L.P.”, “RLLP”, “limited liability limited partnership”, “L.L.L.P.”, “LLLP”, “registered limited liability limited partnership”, “R.L.L.L.P.”, “RLLLP”, “limited liability company”, “L.L.C.”, “LLC”, “cooperative”, “coop”, or “CP” shall not be taken into account. 5. The name of a limited liability company or foreign limited liability company shall not contain words that may be used only with approval by another state department or state agency unless the company obtains the approval of such other state department or agency and delivers to the secretary of state for filing a record certifying such approval. 6. A limited liability company or foreign limited liability company may use a name that is not distinguishable from a name described in subsection 2, paragraphs “a” through “f”, if the company delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the company to use the name in this state. 7. A limited liability company may use the name, including the fictitious name, of another entity that is used in this state if the other entity is formed under the law of this state or is authorized to transact business in this state and the proposed user limited liability company meets any of the following conditions: a. Has merged with the other entity. b. Has been formed by reorganization of the other entity. c. Has acquired all or substantially all of the assets, including the name, of the other entity. 8. This subchapter does not control the use of fictitious names. However, if a limited liability company uses a fictitious name in this state, it shall deliver to the secretary of state for filing a certified copy of the resolution of its members if it is member-managed or its managers if it is manager-managed, adopting the fictitious name. 2008 Acts, ch 1162, §8, 155 C2009, §489.108 2009 Acts, ch 133, §160; 2023 Acts, ch 152, §7, 143, 161 C2024, §489.112 Former §489.112 transferred to §489.107; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.113 Reservation of name.

489.113. Reservation of name. 1. A person may reserve the exclusive use of a name that complies with section 489.112 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the name is available, the secretary of state shall reserve the name for the applicant’s exclusive use for one hundred twenty days. 2. The owner of a reserved name may transfer the reservation to another person by delivering to the secretary of state a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred. 2008 Acts, ch 1162, §9, 155 C2009, §489.109 2023 Acts, ch 152, §8, 143, 161 C2024, §489.113 Former §489.113 repealed effective January 1, 2024, by 2023 Acts, ch 152, §142, 161

Iowa Code § 489.114 Registration of name.

489.114. Registration of name. 1. A foreign limited liability company not registered to do business in this state under subchapter IX may register its name, or an alternate name adopted pursuant to section 489.906, if the name is distinguishable on the records of the secretary of state from the names that are not available under section 489.112. 2. To register its name or an alternate name adopted pursuant to section 489.906, a foreign limited liability company must deliver to the secretary of state for filing an application stating the company’s name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to section 489.906. If the secretary of state finds that the name applied for is available, the secretary of state shall register the name for the applicant’s exclusive use. 3. The registration of a name under this section is effective for one year after the date of registration. 4. A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period. 5. A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual. 2023 Acts, ch 152, §13, 143, 161 Former §489.114 transferred to §489.116; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.115 Registered agent.

489.115. Registered agent. 1. Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve. 2. A registered agent for a limited liability company or registered foreign limited liability company must have a place of business in this state. 3. The only duties under this chapter of a registered agent that has complied with this chapter are as follows: a. To forward to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the limited liability company or registered foreign limited liability company any process, notice, or demand pertaining to the company or foreign company which is served on or received by the agent. b. If the registered agent resigns, to provide the notice required by section 489.117, subsection 3, to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the limited liability company or registered foreign limited liability company. c. To keep current the information with respect to the agent in the certificate of organization or foreign registration statement. 2023 Acts, ch 152, §15, 143, 161 Former §489.115 transferred to §489.117; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.116 Change of registered agent or address for registered agent by limited liability company.

489.116. Change of registered agent or address for registered agent by limited liability company. 1. A limited liability company or registered foreign limited liability company may change its registered agent or the address of its registered agent by delivering to the secretary of state for filing a statement of change that states all of the following: a. The name of the limited liability company or foreign limited liability company. b. The information that is to be in effect as a result of the filing of the statement of change. 2. The members or managers of a limited liability company need not approve the delivery to the secretary of state for filing of any of the following: a. A statement of change under this section. b. A similar filing changing the registered agent or address of the registered agent, if any, of the limited liability company in any other jurisdiction. 3. A statement of change under this section designating a new registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve. 4. As an alternative to using the procedure in this section, a limited liability company may amend its certificate of organization. 5. Subject to section 489.205, subsection 3, a statement of change is effective when filed by the secretary of state. 2008 Acts, ch 1162, §14, 155 C2009, §489.114 2010 Acts, ch 1100, §3; 2023 Acts, ch 152, §12, 143, 161 C2024, §489.116 2024 Acts, ch 1125, §4, 31 Former §489.116 transferred to §489.119; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.117 Resignation of registered agent.

489.117. Resignation of registered agent. 1. A registered agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the secretary of state for filing a statement of resignation that states all of the following: a. The name of the limited liability company or foreign limited liability company. b. The name of the agent. c. That the agent resigns from serving as registered agent for the limited liability company or foreign limited liability company. d. The address of the limited liability company or foreign limited liability company to which the agent will send the notice required by subsection 3. 2. A statement of resignation takes effect on the earlier of the following: a. The thirty-first day after the day on which it is filed with the secretary of state. b. The designation of a new registered agent for the limited liability company or registered foreign limited liability company. 3. A registered agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed. 4. When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the company or foreign company has against the agent or that the agent has against the company or foreign company. 5. A registered agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing. 2008 Acts, ch 1162, §15, 155 C2009, §489.115 2010 Acts, ch 1100, §4; 2020 Acts, ch 1058, §3; 2023 Acts, ch 152, §14, 143, 161 C2024, §489.117 Former §489.117 transferred to §489.122; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.118 Change of name or address by registered agent.

489.118. Change of name or address by registered agent. 1. If a registered agent changes its name or address, the agent may deliver to the secretary of state for filing a statement of change that states all of the following: a. The name of the limited liability company or registered foreign limited liability company represented by the registered agent. b. The name of the agent as currently shown in the records of the secretary of state for the limited liability company or registered foreign limited liability company. c. If the name of the agent has changed, its new name. d. If the address of the agent has changed, its new address. 2. A registered agent promptly shall furnish notice to the represented limited liability company or registered foreign limited liability company of the filing by the secretary of state of the statement of change and the changes made by the statement. 2023 Acts, ch 152, §18, 161

Iowa Code § 489.119 Service of process, notice, or demand.

489.119. Service of process, notice, or demand. 1. A limited liability company or registered foreign limited liability company may be served with any process, notice, or demand required or permitted by law by serving its registered agent. 2. If a limited liability company or registered foreign limited liability company ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the limited liability company or registered foreign limited liability company may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the limited liability company or registered foreign limited liability company at its principal office. The address of the principal office must be as shown on the limited liability company’s or registered foreign limited liability company’s most recent biennial report filed with the secretary of state pursuant to section 489.212. Service is effected under this subsection on the earliest of any of the following: a. The date the limited liability company or registered foreign limited liability company receives the mail or delivery by the commercial delivery service. b. The date shown on the return receipt, if signed by the limited liability company or registered foreign limited liability company. c. Five days after its deposit with the United States postal service or with the commercial delivery service, if correctly addressed and with sufficient postage or payment. 3. If process, notice, or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection 1 or 2, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the limited liability company or registered foreign company if the individual served is not a plaintiff in the action. 4. Service of process, notice, or demand on a registered agent must be in a written record. 5. Service of process, notice, or demand may be made by other means under law other than this chapter, including as provided in sections 617.3 through 617.6 unless specifically provided for by another provision of law. 2008 Acts, ch 1162, §16, 155 C2009, §489.116 2010 Acts, ch 1100, §5; 2010 Acts, ch 1193, §56; 2023 Acts, ch 152, §16, 143, 161 C2024, §489.119 2024 Acts, ch 1125, §5, 31

Iowa Code § 489.120 Delivery of record.

489.120. Delivery of record. 1. Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. 2. Delivery to the secretary of state is effective only when a record is received by the secretary of state. 2023 Acts, ch 152, §19, 161

Iowa Code § 489.121 Reservation of power to amend or repeal.

489.121. Reservation of power to amend or repeal. The general assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal. 2023 Acts, ch 152, §20, 161

Iowa Code § 489.122 Fees.

489.122. Fees. 1. The secretary of state shall collect the following fees when documents described in this subsection are delivered to the secretary’s office for filing: a. Statement of rescission No fee b. Statement of withdrawal under section 489.208, subsection 1 No fee c. Certificate of organization $ 50 d. Application for use of indistinguishable name $ 10 e. Application for reserved name $ 10 f. Notice of transfer of reserved name $ 10 g. Statement of change of registered agent or address of the registered agent or both No fee h. Registered agent’s statement of change for each affected limited liability company No fee i. Registered agent’s statement of resignation No fee j. Amendment to certificate of organization $ 50 k. Restatement of certificate of organization with amendment of certificate $ 50 l. Statement of merger or interest exchange $ 50 m. Statement of domestication $ 50 n. Statement of conversion $ 50 o. Statement of dissolution $ 5 p. Declaration of administrative dissolution No fee q. Application for reinstatement following administrative dissolution $ 5 r. Certificate of reinstatement No fee s. Application for certificate of registration $100 t. Application for amended certificate of registration $100 u. Statement of withdrawal under section 489.907 or section 489.909, subsection 1 $ 10 v. Certificate of revocation of authority to transact business No fee w. Statement of correction $ 5 x. Application for certificate of existence or registration $ 5 y. Any other document required or permitted to be filed by this chapter $ 5 2. The secretary of state shall collect a fee of five dollars each time process is served on the secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding. 3. The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a limited liability company or foreign limited liability company as follows: a. One dollar a page for copying. b. Five dollars for the certificate. 4. The secretary of state may impose, assess, and collect a filing fee as a condition to accepting a biennial report as provided in section 489.212. 2008 Acts, ch 1162, §17, 155 C2009, §489.117 2010 Acts, ch 1100, §6, 7; 2019 Acts, ch 26, §56; 2023 Acts, ch 152, §17, 143, 161 C2024, §489.122 2024 Acts, ch 1125, §6 – 8, 31 See annual Iowa Acts for provisions relating to the authority to refund fees

Iowa Code § 489.122A Secretary of state — extra services — surcharge.

489.122A. Secretary of state — extra services — surcharge. Upon the request of a filer of a document under this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II. 2021 Acts, ch 165, §256 C2022, §489.205A 2023 Acts, ch 152, §143, 161 C2024, §489.122A