LIMITATION ON LIABILITY AND ENFORCEMENT OF CLAIMS

Iowa Code tit. XII, ch. 489, subch. XIV, pt. 4

in effect

Iowa Code § 489.14401 Limitations on liability.

489.14401. Limitations on liability. 1. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of any of the following: a. A protected series of a series limited liability company solely by reason of being or acting as any of the following: (1) An associated member, protected-series manager, or protected-series transferee of the protected series. (2) A member, manager, or a transferee of the company. b. A series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company. 2. Subject to section 489.14404, all of the following rules apply: a. A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company. b. A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series. c. A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company for any of the following: (1) Being or acting as a protected-series manager of the protected series. (2) Having the protected series manage the company. (3) Owning a protected-series transferable interest of the protected series. d. A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of any of the following: (1) Being a protected series of the company. (2) Being or acting as a manager of the company or a protected-series manager of another protected series of the company. (3) Having the company or another protected series of the company be or act as a protected-series manager of the protected series. 2019 Acts, ch 26, §20, 41

Iowa Code § 489.14402 Claim seeking to disregard limitation of liability.

489.14402. Claim seeking to disregard limitation of liability. 1. Except as otherwise provided in subsection 2, a claim seeking to disregard a limitation in section 489.14401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company. 2. The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in section 489.14401, subsection 1, but may be a ground to disregard a limitation in section 489.14401, subsection 2. 3. This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in section 489.14401, if any of the following apply: a. The claimant is a resident of this state or doing business or authorized to do business in this state. b. The claim is to establish or enforce a liability arising under law of this state other than this subchapter or from an act or omission in this state. 2019 Acts, ch 26, §21, 41; 2023 Acts, ch 152, §137, 161

Iowa Code § 489.14403 Remedies of judgment creditor of associated member or protected-series transferee.

489.14403. Remedies of judgment creditor of associated member or protected-series transferee. Section 489.503 applies to a judgment creditor of any of the following: 1. An associated member or protected-series transferee of a protected series. 2. A series limited liability company, to the extent the company owns a protected-series transferable interest of a protected series. 2019 Acts, ch 26, §22, 41

Iowa Code § 489.14404 Enforcement against nonassociated asset.

489.14404. Enforcement against nonassociated asset. 1. As used in this section: a. “Enforcement date” means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected series in an action seeking to enforce under this section a claim against an asset of the company or protected series by attachment, levy, or the like. b. Subject to section 489.14608, subsection 2, “incurrence date” means the date on which a series limited liability company or protected series incurred the liability giving rise to a claim that a claimant seeks to enforce under this section. 2. If a claim against a series limited liability company or a protected series of the company has been reduced to judgment, in addition to any other remedy provided by law or equity, the judgment may be enforced in accordance with the following rules: a. A judgment against the company may be enforced against an asset of a protected series of the company if any of the following applies: (1) The asset was a nonassociated asset of the protected series on the incurrence date. (2) The asset is a nonassociated asset of the protected series on the enforcement date. b. A judgment against a protected series may be enforced against an asset of the company if any of the following apply: (1) The asset was a nonassociated asset of the company on the incurrence date. (2) The asset is a nonassociated asset of the company on the enforcement date. c. A judgment against a protected series may be enforced against an asset of another protected series of the company if any of the following applies: (1) The asset was a nonassociated asset of the other protected series on the incurrence date. (2) The asset is a nonassociated asset of the other protected series on the enforcement date. 3. In addition to any other remedy provided by law or equity, if a claim against a series limited liability company or a protected series has not been reduced to a judgment and law other than this subchapter permits a prejudgment remedy by attachment, levy, or the like, the court may apply subsection 2 as a prejudgment remedy. 4. In a proceeding under this section, the party asserting that an asset is or was an associated asset of a series limited liability company or a protected series of the company has the burden of proof on the issue. 5. This section applies to an asset of a foreign series limited liability company or foreign protected series if all of the following applies: a. The asset is real or tangible property located in this state. b. The claimant is a resident of this state or doing business or authorized to do business in this state, or the claim under section 489.14404 is to enforce a judgment, or to seek a prejudgment remedy, pertaining to a liability arising from law of this state other than this subchapter or an act or omission in this state. c. The asset is not identified in the records of the foreign series limited liability company or foreign protected series in a manner comparable to the manner required by section 489.14301. 2019 Acts, ch 26, §23, 41; 2023 Acts, ch 152, §138, 139, 161

Iowa Code § 489.14405 Reserved.

489.14405. Reserved. Reserved.

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