ASSOCIATED ASSETS AND MEMBERS — TRANSFERABLE INTERESTS — MANAGEMENT — INFORMATION RIGHTS

Iowa Code tit. XII, ch. 489, subch. XIV, pt. 3

in effect

Iowa Code § 489.14301 Associated asset.

489.14301. Associated asset. 1. Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company. 2. An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to do all of the following: a. Identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company. b. Determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series. c. If the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee. 3. An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to do all of the following: a. Identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company. b. Determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company. c. If the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee. 4. The records and recordkeeping required by subsections 2 and 3 may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner. 5. To the extent permitted by this section and law of this state other than this subchapter, a series limited liability company or protected series of the company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that all of the following applies: a. A protected series shall not hold an associated asset in the name of the company or another protected series of the company. b. The company shall not hold an associated asset in the name of a protected series of the company. 2019 Acts, ch 26, §15, 41; 2023 Acts, ch 152, §134, 161

Iowa Code § 489.14302 Associated member.

489.14302. Associated member. 1. Only a member of a series limited liability company may be an associated member of a protected series of the company. 2. A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure established by the agreement states all of the following: a. That the member is an associated member of the protected series. b. The date on which the member became an associated member. c. Any protected-series transferable interest the associated member has in connection with becoming or being an associated member. 3. If a person that is an associated member of a protected series of a series limited liability company is dissociated from the company, the person ceases to be an associated member of the protected series. 2019 Acts, ch 26, §16, 41

Iowa Code § 489.14303 Protected-series transferable interest.

489.14303. Protected-series transferable interest. 1. A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company. 2. If a protected series of a series limited liability company has no associated members when established, the company owns the protected-series transferable interests in the protected series. 3. In addition to acquiring a protected-series transferable series interest under subsection 2, a series limited liability company may acquire a protected-series transferable interest through a transfer from another person or as provided in the operating agreement. 4. Except for section 489.14108, subsection 1, paragraph “c”, a provision of this subchapter which applies to a protected-series transferee of a protected series of a series limited liability company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. A provision of the operating agreement of a series limited liability company which applies to a protected-series transferee of a protected series of the company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. 2019 Acts, ch 26, §17, 41; 2023 Acts, ch 152, §135, 161

Iowa Code § 489.14304 Management.

489.14304. Management. 1. A protected series may have more than one protected-series manager. 2. If a protected series has no associated members, the series limited liability company is the protected-series manager. 3. Section 489.14108 applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to all of the following: a. The protected series. b. Any associated member of the protected series. c. Any protected-series transferee of the protected series. 4. Solely by reason of being or acting as a protected-series manager of a protected series of a series limited liability company, a person owes no duty to any of the following: a. The company. b. Another protected series of the company. c. Another person in that person’s capacity as any of the following: (1) A member of the company which is not an associated member of the protected series. (2) A protected-series transferee or protected-series manager of another protected series. (3) A transferee of the company. 5. An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the company’s operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member. 6. Subchapter IX applies to a protected series in accordance with section 489.14108. 2019 Acts, ch 26, §18, 41; 2023 Acts, ch 152, §136, 161

Iowa Code § 489.14305 Right of person not associated member of protected series to information concerning protected series.

489.14305. Right of person not associated member of protected series to information concerning protected series. 1. A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a manager of a manager-managed limited liability company has a right to information concerning the company under section 489.410, subsection 2. 2. A person formerly an associated member of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a person dissociated as a member of a manager-managed limited liability company has a right to information concerning the company under section 489.410, subsection 3. 3. If an associated member of a protected series dies, the legal representative of the deceased associated member has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that the legal representative of a deceased member of a limited liability company has a right to information concerning the company under section 489.504. 4. A protected-series manager of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a manager of a manager-managed limited liability company has a right to information concerning the company under section 489.410, subsection 2. 2019 Acts, ch 26, §19, 41

Iowa Code § 489.14306 Reserved.

489.14306. Reserved. Reserved.

Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=489&year=2026Fetched: 10/20/2026