DISSOLUTION AND WINDING UP OF PROTECTED SERIES

Iowa Code tit. XII, ch. 489, subch. XIV, pt. 5

in effect

Iowa Code § 489.14501 Events causing dissolution of protected series.

489.14501. Events causing dissolution of protected series. A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on any of the following: 1. Dissolution of the company. 2. Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series. 3. Affirmative vote or consent of all members. 4. Entry by the court of an order dissolving the protected series on application by an associated member or protected-series manager of the protected series subject to all of the following: a. In accordance with section 489.14108. b. To the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member or manager of the company. 5. Entry by the court of an order dissolving the protected series on application by the company or a member of the company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal. 2019 Acts, ch 26, §24, 41

Iowa Code § 489.14502 Winding up dissolved protected series.

489.14502. Winding up dissolved protected series. 1. Subject to subsections 2 and 3 and in accordance with section 489.14108 all of the following apply: a. A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under sections 489.702, 489.704, and 489.705 subject to the same requirements and conditions and with the same effects. b. Judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under section 489.702, subsection 5. 2. When a protected series of a series limited liability company dissolves, the company may deliver to the secretary of state for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the secretary of state has the same effect as the filing by the secretary of state of a statement of dissolution under section 489.103, subsection 4, paragraph “b”, subparagraph (1). 3. When a protected series of a series limited liability company has completed winding up, the company may deliver to the secretary of state for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the secretary of state has the same effect as the filing by the secretary of state of a statement of termination under section 489.103, subsection 4, paragraph “b”, subparagraph (2). 4. A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up. 2019 Acts, ch 26, §25, 41

Iowa Code § 489.14503 Effect of reinstatement of series limited liability company or revocation of voluntary dissolution.

489.14503. Effect of reinstatement of series limited liability company or revocation of voluntary dissolution. If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability company that voluntarily dissolved rescinds its dissolution both of the following apply: 1. Each protected series of the company ceases winding up. 2. The provisions of section 489.710 apply to each protected series of the company in accordance with section 489.14108. 2019 Acts, ch 26, §26, 41

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