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ESTABLISHING PROTECTED SERIES

Iowa Code tit. XII, ch. 489, subch. XIV, pt. 2
in effect

Iowa Code § 489.14201 Protected series designation — amendment.

489.14201. Protected series designation — amendment. 1. With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series. 2. To establish a protected series, a limited liability company shall deliver to the secretary of state for filing a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established. 3. A protected series is established when the protected series designation takes effect under section 489.207. 4. To amend a protected series designation, a series limited liability company shall deliver to the secretary of state for filing a statement of designation change, signed by the company, that changes the name of the company, the name of the protected series to which the designation applies, or both. The change takes effect when the statement of designation change takes effect under section 489.207. 2019 Acts, ch 26, §9, 41; 2024 Acts, ch 1125, §22, 31

Iowa Code § 489.14202 Name.

489.14202. Name. 1. Except as otherwise provided in subsection 2, the name of a protected series must comply with section 489.112. 2. The name of a protected series of a series limited liability company must do all of the following: a. Begin with the name of the company, including any word or abbreviation required by section 489.112. b. Contain the phrase “Protected Series” or “protected series” or the abbreviation “P.S.” or “PS”. 3. If a series limited liability company changes its name, the company shall deliver to the secretary of state for filing a statement of designation change for each of the company’s protected series, changing the name of each protected series to comply with this section. 2019 Acts, ch 26, §10, 41

Iowa Code § 489.14203 Registered agent.

489.14203. Registered agent. 1. The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company. 2. Before delivering a protected series designation to the secretary of state for filing, a limited liability company shall agree with a registered agent that the agent will serve as the registered agent in this state for both the company and the protected series. 3. A person that signs a protected series designation delivered to the secretary of state for filing affirms as a fact that the limited liability company on whose behalf the designation is delivered has complied with subsection 2. 4. A person that ceases to be the registered agent for a series limited liability company ceases to be the registered agent for each protected series of the company. 5. A person that ceases to be the registered agent for a protected series of a series limited liability company, other than as a result of the termination of the protected series, ceases to be the registered agent of the company and any other protected series of the company. 6. Except as otherwise agreed by a series limited liability company and its registered agent, the agent is not obligated to distinguish between a process, notice, demand, or other record concerning the company and a process, notice, demand, or other record concerning a protected series of the company. 2019 Acts, ch 26, §11, 41

Iowa Code § 489.14204 Service of process, notice, demand, or other record.

489.14204. Service of process, notice, demand, or other record. 1. A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by any of the following: a. Serving the company. b. Serving the registered agent of the protected series. c. Other means authorized by law of this state other than the other subchapters of this chapter. 2. Service of a summons and complaint on a series limited liability company is notice to each protected series of the company of service of the summons and complaint and the contents of the complaint. 3. Service of a summons and complaint on a protected series of a series limited liability company is notice to the company and any other protected series of the company of service of the summons and complaint and the contents of the complaint. 4. Service of a summons and complaint on a foreign series limited liability company is notice to each foreign protected series of the foreign company of service of the summons and complaint and the contents of the complaint. 5. Service of a summons and complaint on a foreign protected series of a foreign series limited liability company is notice to the foreign company and any other foreign protected series of the company of service of the summons and complaint and the contents of the complaint. 6. Notice to a person under subsection 2, 3, 4, or 5 is effective whether or not the summons and complaint identify the person if the summons and complaint name as a party and identify any of the following: a. The series limited liability company or a protected series of the company. b. The foreign series limited liability company or a foreign protected series of the foreign company. 2019 Acts, ch 26, §12, 41; 2023 Acts, ch 152, §133, 161

Iowa Code § 489.14205 Certificate of existence for protected series.

489.14205. Certificate of existence for protected series. 1. On request of any person, the secretary of state shall issue a certificate of existence for a protected series of a series limited liability company or a certificate of authority for a foreign protected series in the following circumstances: a. In the case of a protected series, if all of the following apply: (1) No statement of dissolution, termination, or relocation pertaining to the protected series has been filed. (2) The company has delivered to the secretary of state for filing the most recent biennial report required by section 489.212 and the report includes the name of the protected series, unless any of the following applies: (a) When the company delivered the report for filing, the protected series designation pertaining to the protected series had not yet taken effect. (b) After the company delivered the report for filing, the company delivered to the secretary of state for filing a statement of designation change changing the name of the protected series. b. In the case of a foreign protected series, it is authorized to do business in this state. 2. A certificate issued under subsection 1 must state all of the following: a. In the case of a protected series, all of the following: (1) The name of the protected series of the series limited liability company and the name of the company. (2) That the requirements of subsection 1 are met. (3) The date the protected series designation pertaining to the protected series took effect. (4) If a statement of designation change pertaining to the protected series has been filed, the effective date and contents of the statement. b. In the case of a foreign protected series, that it is authorized to do business in this state. c. That all fees, taxes, interest, and penalties due under this chapter or other law to the secretary of state have been paid if all of the following apply: (1) Payment is reflected in the records of the secretary of state. (2) Nonpayment affects the existence or good standing of the protected series. d. Other facts reflected in the records of the secretary of state pertaining to the protected series or foreign protected series which the person requesting the certificate reasonably requests. 3. Subject to any qualification stated by the secretary of state in a certificate issued under subsection 1, the certificate may be relied on as conclusive evidence of the facts stated in the certificate. 2019 Acts, ch 26, §13, 41; 2024 Acts, ch 1125, §23, 31

Iowa Code § 489.14206 Information required in biennial report — effect of failure to provide.

489.14206. Information required in biennial report — effect of failure to provide. 1. In the biennial report required by section 489.212, a series limited liability company shall include the name of each protected series of the company for which all of the following apply: a. For which the company has previously delivered to the secretary of state for filing a protected series designation. b. Which has not dissolved and completed winding up. 2. A failure by a series limited liability company to comply with subsection 1 with regard to a protected series prevents issuance of a certificate of existence pertaining to the protected series but does not otherwise affect the protected series. 2019 Acts, ch 26, §14, 41; 2020 Acts, ch 1063, §383; 2024 Acts, ch 1125, §24, 31
Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=489&year=2026Fetched: 10/20/2026

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