Iowa Code § 489.14101 Short title.
489.14101. Short title.
This subchapter may be cited as the “Uniform Protected Series Act”.
2019 Acts, ch 26, §1, 41; 2023 Acts, ch 152, §126, 161
GENERAL PROVISIONS
Iowa Code tit. XII, ch. 489, subch. XIV, pt. 1
in effectIowa Code § 489.14102 Definitions.
489.14102. Definitions.
As used in this subchapter, unless the context otherwise requires:
1. “Asset” means any of the following:
a. Property in which a series limited liability company or protected series has rights.
b. Property as to which the company or protected series has the power to transfer rights.
2. “Associated asset” means an asset that meets the requirements of section 489.14301.
3. “Associated member” means a member that meets the requirements of section 489.14302.
4. “Foreign protected series” means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under this subchapter. The term applies whether or not the law under which the foreign company is organized refers to “protected series”.
5. “Foreign series limited liability company” means a foreign limited liability company that has at least one foreign protected series.
6. “Nonassociated asset” means any of the following:
a. An asset of a series limited liability company which is not an associated asset of the company.
b. An asset of a protected series of the company which is not an associated asset of the protected series.
7. “Person” means the same as defined in section 4.1 and includes a protected series.
8. “Protected series”, except in the phrase “foreign protected series”, means a protected series established under section 489.14201.
9. “Protected-series manager” means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, this subchapter, and this chapter.
10. “Protected-series transferable interest” means a right to receive a distribution from a protected series.
11. “Protected-series transferee” means a person to which all or part of a protected-series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.
12. “Series limited liability company”, except in the phrase “foreign series limited liability company”, means a limited liability company that has at least one protected series.
2019 Acts, ch 26, §2, 41; 2023 Acts, ch 152, §127, 128, 161
Iowa Code § 489.14103 Nature of protected series.
489.14103. Nature of protected series.
A protected series of a series limited liability company is a person distinct from all of the following:
1. The company, subject to section 489.14104, subsection 3, section 489.14501, subsection 1, and section 489.14502, subsection 4.
2. Another protected series of the company.
3. A member of the company, whether or not the member is an associated member of the protected series.
4. A protected-series transferee of a protected series of the company.
5. A transferee of a transferable interest of the company.
2019 Acts, ch 26, §3, 41
Iowa Code § 489.14104 Powers and duration of protected series.
489.14104. Powers and duration of protected series.
1. A protected series of a series limited liability company has the capacity to sue and be sued in its own name.
2. Except as otherwise provided in subsections 3 and 4, a protected series of a series limited liability company has the same powers and purposes as the company.
3. A protected series of a series limited liability company ceases to exist not later than when the company completes its winding up.
4. A protected series of a series limited liability company shall not do any of the following:
a. Be a member of the company.
b. Establish a protected series.
c. Except as permitted by law of this state other than this subchapter, have a purpose or power that the law of this state other than this subchapter prohibits a limited liability company from doing or having.
2019 Acts, ch 26, §4, 41; 2023 Acts, ch 152, §129, 161
Iowa Code § 489.14105 Governing law.
489.14105. Governing law.
The law of this state governs all of the following:
1. The internal affairs of a protected series of a series limited liability company, including all of the following:
a. Relations among any associated members of the protected series.
b. Relations among the protected series and any of the following:
(1) Any associated member.
(2) The protected-series manager.
(3) Any protected-series transferee.
c. Relations between any associated member and any of the following:
(1) The protected-series manager.
(2) Any protected-series transferee.
d. The rights and duties of a protected-series manager.
e. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs.
f. Procedures and conditions for becoming an associated member or protected-series transferee.
2. The relations between a protected series of a series limited liability company and each of the following:
a. The company.
b. Another protected series of the company.
c. A member of the company which is not an associated member of the protected series.
d. A protected-series manager that is not a protected-series manager of the protected series.
e. A protected-series transferee that is not a protected-series transferee of the protected series.
3. The liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as any of the following:
a. An associated member, protected-series transferee, or protected-series manager of the protected series.
b. A member of the company which is not an associated member of the protected series.
c. A protected-series manager that is not a protected-series manager of the protected series.
d. A protected-series transferee that is not a protected-series transferee of the protected series.
e. A manager of the company.
f. A transferee of a transferable interest of the company.
4. The liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the company if the debt, obligation, or liability is asserted solely by reason of the company doing any of the following:
a. Having delivered to the secretary of state for filing under section 489.14201, subsection 2, a protected series designation pertaining to the protected series or under section 489.14201, subsection 4, or section 489.14202, subsection 3, a statement of designation change pertaining to the protected series.
b. Being or acting as a protected-series manager of the protected series.
c. Having the protected series be or act as a manager of the company.
d. Owning a protected-series transferable interest of the protected series.
5. The liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the company or of another protected series of the company if the debt, obligation, or liability is asserted solely by reason of any of the following:
a. The protected series is any of the following:
(1) A protected series of the company or having as a protected-series manager the company or another protected series of the company.
(2) Acting as a protected-series manager of another protected series of the company or a manager of the company.
b. The company owning a protected-series transferable interest of the protected series.
2019 Acts, ch 26, §5, 41
Iowa Code § 489.14106 Relation of operating agreement, this subchapter, and this chapter.
489.14106. Relation of operating agreement, this subchapter, and this chapter.
1. Except as otherwise provided in this section and subject to sections 489.14107 and 489.14108, the operating agreement of a series limited liability company governs all of the following:
a. The internal affairs of a protected series, including all of the following:
(1) Relations among any associated members of the protected series.
(2) Relations among the protected series and any of the following:
(a) Any associated member.
(b) The protected-series manager.
(c) Any protected-series transferee.
(3) Relations between any associated member and any of the following:
(a) The protected-series manager.
(b) Any protected-series transferee.
(4) The rights and duties of a protected-series manager.
(5) Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs.
(6) Procedures and conditions for becoming an associated member or protected-series transferee.
b. Relations among the protected series, the company, and any other protected series of the company.
c. Relations between all of the following:
(1) The protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series.
(2) A person in the person’s capacity as any of the following:
(a) A member of the company which is not an associated member of the protected series.
(b) A protected-series transferee or protected-series manager of another protected series.
(c) A transferee of the company.
2. If this chapter otherwise restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under this subchapter in accordance with section 489.14108.
3. If law of this state other than this subchapter imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than this subchapter, the restriction applies in accordance with section 489.14108.
4. Except as otherwise provided in section 489.14107, if the operating agreement of a series limited liability company does not provide for a matter described in subsection 1 in a manner permitted by this subchapter, the matter is determined in accordance with the following rules:
a. To the extent this subchapter addresses the matter, this subchapter governs.
b. To the extent this subchapter does not address the matter, the other subchapters of this chapter govern the matter in accordance with section 489.14108.
2019 Acts, ch 26, §6, 41; 2023 Acts, ch 152, §130, 161
Iowa Code § 489.14107 Additional limitations on operating agreement.
489.14107. Additional limitations on operating agreement.
1. An operating agreement shall not vary the effect of any of the following:
a. This section.
b. Section 489.14103.
c. Section 489.14104, subsection 1.
d. Section 489.14104, subsection 2, to provide a protected series a power beyond the powers this chapter provides a limited liability company.
e. Section 489.14104, subsection 3 or 4.
f. Section 489.14105.
g. Section 489.14106.
h. Section 489.14108.
i. Section 489.14201, except to vary the manner in which a limited liability company approves establishing a protected series.
j. Section 489.14202.
k. Section 489.14301.
l. Section 489.14302.
m. Section 489.14303, subsection 1 or 2.
n. Section 489.14304, subsection 3 or 6.
o. Section 489.14401, except to decrease or eliminate a limitation of liability stated in section 489.14401.
p. Section 489.14402.
q. Section 489.14403.
r. Section 489.14404.
s. Section 489.14501, subsections 1, 4, and 5.
t. Section 489.14502, except to designate a different person to manage winding up.
u. Section 489.14503.
v. Subchapter VI.
w. Subchapter VII.
x. Subchapter VIII.
y. A provision of this subchapter 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 subchapter.
2. An operating agreement shall not unreasonably restrict the duties and rights under section 489.14305 but may impose reasonable restrictions on the availability and use of information obtained under section 489.14305 and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
2019 Acts, ch 26, §7, 41; 2022 Acts, ch 1021, §140; 2023 Acts, ch 152, §131, 161
Iowa Code § 489.14108 Rules for applying specified provisions of this chapter to specified provisions of this subchapter.
489.14108. Rules for applying specified provisions of this chapter to specified provisions of this subchapter.
1. Except as otherwise provided in subsection 2 and section 489.14107, the following rules apply in applying section 489.14106, section 489.14304, subsections 3 and 6, section 489.14501, subsection 4, paragraph “a”, section 489.14502, subsection 1, and section 489.14503, subsection 2:
a. A protected series of a series limited liability company is deemed to be a limited liability company that is formed separately from the series limited liability company and is distinct from the series limited liability company and any other protected series of the series limited liability company.
b. An associated member of the protected series is deemed to be a member of the company deemed to exist under paragraph “a”.
c. A protected-series transferee of the protected series is deemed to be a transferee of the company deemed to exist under paragraph “a”.
d. A protected-series transferable interest of the protected series is deemed to be a transferable interest of the company deemed to exist under paragraph “a”.
e. A protected-series manager is deemed to be a manager of the company deemed to exist under paragraph “a”.
f. An asset of the protected series is deemed to be an asset of the company deemed to exist under paragraph “a”, whether or not the asset is an associated asset of the protected series.
g. Any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the company deemed to exist under paragraph “a”.
2. Subsection 1 does not apply if its application would do any of the following:
a. Contravene section 489.105.
b. Authorize or require the secretary of state to do any of the following:
(1) Accept for filing a type of record that neither this subchapter nor any of the other subchapters of this chapter authorizes or requires a person to deliver to the secretary of state for filing.
(2) Make or deliver a record that neither this subchapter nor the other subchapters of this chapter authorizes or requires the secretary of state to make or deliver.
2019 Acts, ch 26, §8, 41; 2023 Acts, ch 152, §132, 161
Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=489&year=2026Fetched: 10/20/2026