Iowa 2023-2024 Regular Session Status: Enacted

HF 655 — A bill for an act providing for business organizations, including limited liability companies, providing penalties, and including effective date provisions.

Last action — Signed by Governor.

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  1. ✓
    Introduced
  2. ✓
    In Committee
  3. ✓
    Passed House
  4. ✓
    Passed Senate
  5. ✓
    To Executive
  6. 6
    Enacted

This bill has been enacted into law. Introduced March 07, 2023. Enacted.

Signed by Governor Kim Reynolds (Republican) on June 01, 2023.

Prognosis

Advancing 50% · moderate confidence

Where this bill stands today.

Odds of enactment

High

How often bills like it became law.

  • Enacted

    Current position in the legislative process.

  • 1 sponsor

    1 primary, 0 co-sponsors signed on.

Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.

Bill Text

What changed in the latest version

232 added · 563 removed

232 line(s) added, 563 removed.

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House File 655 - Reprinted HOUSE FILE 655 BY COMMITTEE ON JUDICIARY (SUCCESSOR TO HSB 207) (COMPANION TO LSB 1051SV BY COMMITTEE ON JUDICIARY) (As Amended and Passed by the House April 4, 2023) A BILL FOR An Act providing for business organizations, including limited liability companies, providing penalties, and including effective date provisions.
House File 655 - Enrolled House File 655 AN ACT PROVIDING FOR BUSINESS ORGANIZATIONS, INCLUDING LIMITED LIABILITY COMPANIES, PROVIDING PENALTIES, AND INCLUDING EFFECTIVE DATE PROVISIONS.
HF 655 (4) 90 da/jh/md H.F.
DIVISION I LIMITED LIABILITY COMPANIES Section 1.
655 DIVISION I LIMITED LIABILITY COMPANIES Section 1.
As used in this chapter, unless the context otherwise requires :
As used in this chapter, unless the context otherwise requires:
1.
House File 655, p.
2 1.
“Debtor in bankruptcy” means a person that is the subject HF 655 (4) 90 -1- da/jh/md 1/159 H.F.
“Debtor in bankruptcy” means a person that is the subject of any of the following:
655 of any of the following:
(2) A transfer to a member in return for the member’s relinquishment of any right to participate as a member in the management or conduct of the limited liability company’s activities and affairs or to have access to records or other information concerning the company’s activities and affairs.
House File 655, p.
3 (2) A transfer to a member in return for the member’s relinquishment of any right to participate as a member in the management or conduct of the limited liability company’s activities and affairs or to have access to records or other information concerning the company’s activities and affairs.
“Effective”, with respect to a record required or permitted to be delivered to the secretary of state for filing under this chapter, means effective under section 489.205, subsection 3 .
“Effective”, with respect to a record required or permitted to be delivered to the secretary of state for filing under this chapter, means effective under section 489.205, subsection 3.
HF 655 (4) 90 -2- da/jh/md 2/159 H.F.
7.
655 7.
“Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company which would be a limited liability company if formed under the law of this state.
“Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company which would be a limited liability company if formed under the law of this state .
11.
House File 655, p.
4 11.
“Limited liability company”, except in the phrase “foreign limited liability company”, and in subchapter X means an entity formed under this chapter or which becomes subject to this chapter under subchapter X or section 489.110.
“Limited liability company”, except in the phrase “foreign limited liability company”, and in subchapter X means an entity formed under this chapter or which becomes subject to this chapter under subchapter X or section 489.110 .
“Manager” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 489.407, subsection HF 655 (4) 90 -3- da/jh/md 3/159 H.F.
“Manager” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 489.407, subsection 3.
655 3.
16.
House File 655, p.
5 16.
“Person” means an individual, business corporation, business trust, estate, trust, nonprofit corporation, partnership, limited partnership, limited liability company, domestic cooperative, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental HF 655 (4) 90 -4- da/jh/md 4/159 H.F.
“Person” means an individual, business corporation, business trust, estate, trust, nonprofit corporation, partnership, limited partnership, limited liability company, domestic cooperative, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
655 subdivision, agency, or instrumentality, or any other legal or commercial entity.
21.
House File 655, p.
6 21.
HF 655 (4) 90 -5- da/jh/md 5/159 H.F.
22.
655 22.
a.
House File 655, p.
7 a.
HF 655 (4) 90 -6- da/jh/md 6/159 H.F.
b.
655 b.
To have notice of all of the following regarding a limited liability company’s :
To have notice of all of the following regarding a limited liability company’s:
489.104 Nature, purpose, and duration of limited liability HF 655 (4) 90 -7- da/jh/md 7/159 H.F.
489.104 Nature, purpose, and duration of limited liability company.
655 company.
2.
House File 655, p.
8 2.
The liability of a member as member and a manager as HF 655 (4) 90 -8- da/jh/md 8/159 H.F.
The liability of a member as member and a manager as manager for the debts, obligations, a debt, obligation, or other liabilities liability of a limited liability company.
655 manager for the debts, obligations, a debt, obligation, or other liabilities liability of a limited liability company.
The name of a limited liability company must contain the words phrase “limited liability company” or “limited company” or the abbreviation “L.L.
The name of a limited liability company must contain the words phrase “limited liability company” or “limited House File 655, p.
9 company” or the abbreviation “L.L.
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The name registered under section 489.114 or other law of this state providing for the registration of a name by the HF 655 (4) 90 -9- da/jh/md 9/159 H.F.
The name registered under section 489.114 or other law of this state providing for the registration of a name by the filing of a record by the secretary of state.
655 filing of a record by the secretary of state.
If a person consents in a record to the use of its name and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable on the records of the secretary of state from any name in any category of names in subsection 2, the name of the consenting person may be used by the person to which the consent was given.
If a person consents in a record to the use of its name and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable on the records of the secretary of state from any name in any category House File 655, p.
10 of names in subsection 2, the name of the consenting person may be used by the person to which the consent was given.
In determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another person, words, phrases, or abbreviations indicating a type of person, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “P.C.”, “PC”, “professional association”, “P.A.”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “L.P.”, “LP”, HF 655 (4) 90 -10- da/jh/md 10/159 H.F.
In determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another person, words, phrases, or abbreviations indicating a type of person, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “P.C.”, “PC”, “professional association”, “P.A.”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “L.P.”, “LP”, “limited liability partnership”, “L.L.P.”, “LLP”, “registered limited liability partnership”, “R.L.L.P.”, “RLLP”, “limited liability limited partnership”, “L.L.L.P.”, “LLLP”, “registered limited liability limited partnership”, “R.L.L.L.P.”, “RLLLP”, “limited liability company”, “L.L.C.”, “LLC”, “cooperative”, “coop”, or “CP” shall not be taken into account.
655 “limited liability partnership”, “L.L.P.”, “LLP”, “registered limited liability partnership”, “R.L.L.P.”, “RLLP”, “limited liability limited partnership”, “L.L.L.P.”, “LLLP”, “registered limited liability limited partnership”, “R.L.L.L.P.”, “RLLLP”, “limited liability company”, “L.L.C.”, “LLC”, “cooperative”, “coop”, or “CP” shall not be taken into account.
However, if a limited liability company uses a fictitious name in this state, it shall deliver to the secretary of state for filing a certified copy of the resolution of its members if it is member-managed or its managers if it is manager-managed, adopting the fictitious name.
However, if a limited liability company uses a fictitious name in this state, it shall deliver to the secretary of state for filing a certified copy of the resolution of its members if it is member-managed or its House File 655, p.
11 managers if it is manager-managed, adopting the fictitious name.
A limited liability company may use the name, including the fictitious name, of another entity that is used in this HF 655 (4) 90 -11- da/jh/md 11/159 H.F.
A limited liability company may use the name, including the fictitious name, of another entity that is used in this state if the other entity is formed under the law of this state or is authorized to transact business in this state and the proposed user limited liability company meets any of the following conditions:
655 state if the other entity is formed under the law of this state or is authorized to transact business in this state and the proposed user limited liability company meets any of the following conditions:
A person may reserve the exclusive use of the a name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the secretary of state for filing that complies with section 489.112 by delivering an application to the secretary of state for filing.
A person may reserve the exclusive use of the a name House File 655, p.
12 of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the secretary of state for filing that complies with section 489.112 by delivering an application to the secretary of state for filing .
The owner of a reserved name reserved for a limited liability company may transfer the reservation to another person by delivering to the secretary of state for filing a signed notice in a record of the transfer which states the name and address of the transferee person to which the reservation HF 655 (4) 90 -12- da/jh/md 12/159 H.F.
The owner of a reserved name reserved for a limited liability company may transfer the reservation to another person by delivering to the secretary of state for filing a signed notice in a record of the transfer which states the name and address of the transferee person to which the reservation is being transferred.
655 is being transferred.
The activities and affairs of the company and the conduct of those activities and affairs.
The activities and affairs of the company and the conduct of those activities and affairs .
Vary the law applicable under section 489.106 a limited liability company’s capacity under section 489.109 to sue and be sued in its own name.
Vary the law applicable under section 489.106 a limited House File 655, p.
13 liability company’s capacity under section 489.109 to sue and be sued in its own name.
Subject to subsections 4 through 7, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty Vary the provisions of section 489.204 .
Subject to subsections 4 through 7, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty Vary the provisions of section 489.204.
HF 655 (4) 90 -13- da/jh/md 13/159 H.F.
e.
655 e.
Subject to subsections 4 through 7, eliminate the contractual obligation of good faith and fair dealing under section 489.409, subsection 4 Alter or eliminate the duty of loyalty or the duty of care, except as otherwise provided in subsection 4.
Subject to subsections 4 through 7, eliminate the contractual obligation of good faith and fair dealing under section 489.409, subsection 4 Alter or eliminate the duty of loyalty or the duty of care, except as otherwise provided in subsection 4 .
Unreasonably restrict the duties and rights stated in section 489.410 Eliminate the contractual obligation of good faith and fair dealing under section 489.409, subsection 4, but the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured .
Unreasonably restrict the duties and rights stated in section 489.410 Eliminate the contractual obligation of good faith and fair dealing under section 489.409, subsection 4, but the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured.
Vary the power of a court to decree dissolution in the circumstances specified in section 489.701, subsection 1, paragraphs “d” and “e” Relieve or exonerate a person from liability for conduct except as provided in subsection 6 .
Vary the power of a court to decree dissolution in the circumstances specified in section 489.701, subsection 1, paragraphs “d” and “e” Relieve or exonerate a person from liability for conduct except as provided in subsection 6.
Vary the requirement to wind up a limited liability company’s business as specified in section 489.702, subsection 1, and section 489.702, subsection 2, paragraph “a” Unreasonably restrict the duties and rights under section 489.410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use .
Vary the requirement to wind up a limited liability company’s business as specified in section 489.702, subsection 1, and section 489.702, subsection 2, paragraph “a” Unreasonably restrict the duties and rights under section 489.410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
j.
House File 655, p.
14 j.
and subsection 5.
and subsection 5 .
Except as otherwise provided in section 489.112, HF 655 (4) 90 -14- da/jh/md 14/159 H.F.
Except as otherwise provided in section 489.112, subsection 2 , restrict the rights under this chapter of a person other than a member or manager Unreasonably restrict the right of a member to maintain an action under subchapter VIII .
655 subsection 2, restrict the rights under this chapter of a person other than a member or manager Unreasonably restrict the right of a member to maintain an action under subchapter VIII.
(1) As required in section 489.409, subsection 2, paragraph “a”, and section 489.409, subsection 8, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company’s business, from a use by the member of the company’s property, or from the appropriation of a limited liability company opportunity Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full HF 655 (4) 90 -15- da/jh/md 15/159 H.F.
(1) As required in section 489.409, subsection 2, paragraph “a”, and section 489.409, subsection 8, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company’s business, from a use by the member of the company’s property, or from the appropriation House File 655, p.
655 disclosure of all material facts.
15 of a limited liability company opportunity Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
Alter any other fiduciary duty, including eliminating HF 655 (4) 90 -16- da/jh/md 16/159 H.F.
Alter any other fiduciary duty, including eliminating House File 655, p.
655 particular aspects of that duty.
16 particular aspects of that duty.
HF 655 (4) 90 -17- da/jh/md 17/159 H.F.
a.
655 a.
d.
House File 655, p.
17 d.
HF 655 (4) 90 -18- da/jh/md 18/159 H.F.
4.
655 4.
1.
House File 655, p.
18 1.
HF 655 (4) 90 -19- da/jh/md 19/159 H.F.
4.
655 4.
489.114 Change of registered office or registered agent for service of process or address for registered agency by limited liability company.
489.114 Change of registered office or registered agent for House File 655, p.
19 service of process or address for registered agency by limited liability company.
The name of the limited liability company or foreign limited liability company.
The name of the limited liability company or foreign limited liability company .
If the current registered office is to be changed, the street and mailing addresses of the new registered office The information that is to be in effect as a result of the filing of the statement of change.
If the current registered office is to be changed, the street and mailing addresses of the new registered office The information that is to be in effect as a result of the filing of the statement of change .
If a registered agent changes the street address of the registered agent’s business office, the registered agent HF 655 (4) 90 -20- da/jh/md 20/159 H.F.
If a registered agent changes the street address of the registered agent’s business office, the registered agent may change the street address of the registered office of any limited liability company or foreign limited liability company for which the person is the registered agent by notifying the limited liability company or foreign limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement that complies with the requirements of subsection 1 and recites that the limited liability company or foreign limited liability company has been notified of the change.
655 may change the street address of the registered office of any limited liability company or foreign limited liability company for which the person is the registered agent by notifying the limited liability company or foreign limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement that complies with the requirements of subsection 1 and recites that the limited liability company or foreign limited liability company has been notified of the change.
3.
House File 655, p.
20 3.
A limited liability company or foreign limited liability company may also change its registered office or registered agent in its biennial report as provided in section 489.209 HF 655 (4) 90 -21- da/jh/md 21/159 H.F.
A limited liability company or foreign limited liability company may also change its registered office or registered agent in its biennial report as provided in section 489.209 As an alternative to using the procedure in this section, a limited liability company may amend its certificate of organization.
655 As an alternative to using the procedure in this section, a limited liability company may amend its certificate of organization.
3.
House File 655, p.
21 3.
HF 655 (4) 90 -22- da/jh/md 22/159 H.F.
Sec.
655 Sec.
That the agent resigns from serving as registered agent for the limited liability company or foreign limited liability company.
That the agent resigns from serving as registered agent for the limited liability company or foreign limited liability House File 655, p.
22 company.
HF 655 (4) 90 -23- da/jh/md 23/159 H.F.
3.
655 3.
a.
House File 655, p.
23 a.
If the registered agent resigns, to provide the notice HF 655 (4) 90 -24- da/jh/md 24/159 H.F.
If the registered agent resigns, to provide the notice required by section 489.115, subsection 3, to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the limited liability company or registered foreign limited liability company.
655 required by section 489.115, subsection 3, to the limited liability company or registered foreign limited liability company at the address most recently supplied to the agent by the limited liability company or registered foreign limited liability company.
A limited liability company’s company or registered foreign limited liability company’s registered agent is the company’s agent for service of process, notice, or demand required or permitted by law to company may be served on the company with any process, notice, or demand required or permitted by law by serving its registered agent.
A limited liability company’s company or registered foreign limited liability company’s registered agent is the company’s agent for service of process, notice, or demand required or permitted by law to company may be served on the company with any process, notice, or demand required or permitted by law by serving its registered agent .
The date the limited liability company or registered foreign limited liability company receives the mail or delivery by the commercial delivery service.
The date the limited liability company or registered House File 655, p.
24 foreign limited liability company receives the mail or delivery by the commercial delivery service.
The date shown on the return receipt, if signed on behalf HF 655 (4) 90 -25- da/jh/md 25/159 H.F.
The date shown on the return receipt, if signed on behalf of by the limited liability company or registered foreign limited liability company.
655 of by the limited liability company or registered foreign limited liability company .
A limited liability company or foreign limited liability company may be served pursuant to this section, as provided in another provision of this chapter, or as provided in sections 617.3 through 617.6, unless the manner of service is otherwise specifically provided for by another provision of law If process, notice, or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection 1 or 2, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the limited liability company or registered foreign company if the individual served is not a plaintiff in the action.
A limited liability company or foreign limited liability company may be served pursuant to this section, as provided in another provision of this chapter, or as provided in sections 617.3 through 617.6 , unless the manner of service is otherwise specifically provided for by another provision of law If process, notice, or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection 1 or 2, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the limited liability company or registered foreign company if the individual served is not a plaintiff in the action.
$ 10 HF 655 (4) 90 -26- da/jh/md 26/159 H.F.
$ 10 e.
655 e.
$ 10 f.
$ 10 House File 655, p.
25 f.
Any other document required or permitted to be filed by this chapter.................
Any other document required or permitted to be filed by this chapter ................
The secretary of state shall collect a fee of five dollars each time process is served on the secretary under this HF 655 (4) 90 -27- da/jh/md 27/159 H.F.
The secretary of state shall collect a fee of five dollars each time process is served on the secretary under this chapter.
655 chapter.
The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic limited liability company or foreign limited liability company as follows:
The secretary of state shall collect the following fees for copying and certifying the copy of any filed document House File 655, p.
26 relating to a domestic limited liability company or foreign limited liability company as follows:
HF 655 (4) 90 -28- da/jh/md 28/159 H.F.
2.
655 2.
Section 489.201, Code 2023, is amended to read as follows:
Section 489.201, Code 2023, is amended to read as House File 655, p.
27 follows:
A limited liability company is formed when the secretary of state has filed the certificate of organization, unless the certificate states a delayed becomes effective date pursuant HF 655 (4) 90 -29- da/jh/md 29/159 H.F.
A limited liability company is formed when the secretary of state has filed the certificate of organization, unless the certificate states a delayed becomes effective date pursuant to section 489.205, subsection 3.
655 to section 489.205, subsection 3.
489.202 Amendment or restatement of certificate of organization.
House File 655, p.
28 489.202 Amendment or restatement of certificate of organization.
If the company’s name has been changed at any time since the company’s formation, each of the company’s former names The HF 655 (4) 90 -30- da/jh/md 30/159 H.F.
If the company’s name has been changed at any time since the company’s formation, each of the company’s former names The text of the restated certificate of organization.
655 text of the restated certificate of organization.
Subject to section 489.112, subsection 3, and section 489.205, subsection 3, an amendment to or restatement of a certificate of organization is effective when filed by the secretary of state.
Subject to section 489.112, subsection 3, and section 489.205, subsection 3 , an amendment to or restatement of a certificate of organization is effective when filed by the secretary of state.
If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate of organization was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do any of the following:
If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate of organization was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do House File 655, p.
29 any of the following:
489.203 Signing of records to be delivered for filing to HF 655 (4) 90 -31- da/jh/md 31/159 H.F.
489.203 Signing of records to be delivered for filing to secretary of state.
655 secretary of state.
A record filed delivered on behalf of a dissolved limited liability company that does not have or has not had at least one has no member must be signed by an organizer the person winding up the company’s activities and affairs under section 489.702, subsection 3, or a person appointed under section 489.702, subsection 4, to wind up the activities and affairs .
A record filed delivered on behalf of a dissolved limited liability company that does not have or has not had at least one has no member must be signed by an organizer the person winding up the company’s activities and affairs under section 489.702, subsection 3, or a person appointed under section 489.702, subsection 4, to wind up the activities and affairs.
A record filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the company’s activities under section 489.702, subsection 3 , or a person appointed under section 489.702, subsection 4, to wind up those activities A statement of denial by a person under section 489.303 must be signed by that person.
A record filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the company’s activities under section 489.702, subsection 3, or a person appointed under section 489.702, subsection 4, to wind up those activities A statement of denial by a person under section 489.303 must be signed by that House File 655, p.
30 person .
Whenever this chapter HF 655 (4) 90 -32- da/jh/md 32/159 H.F.
Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
655 requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
If a district court orders an unsigned record to be delivered to the secretary of state, the secretary of state shall file the record and the court order upon receipt A record filed under subsection 1, paragraph “c”, is effective without being signed.
If a district court orders an unsigned record to be delivered to the secretary of state, the secretary of state House File 655, p.
31 shall file the record and the court order upon receipt A record filed under subsection 1, paragraph “c”, is effective without being signed .
If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers loss by HF 655 (4) 90 -33- da/jh/md 33/159 H.F.
If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from all of the following:
655 reliance on the information may recover damages for the loss from all of the following:
3.
House File 655, p.
32 3.
HF 655 (4) 90 -34- da/jh/md 34/159 H.F.
489.206 Correcting filed record.
655 489.206 Correcting filed record.
For the purposes of section 489.103, subsection 4 It must not state a delayed effective date .
For the purposes of section 489.103, subsection 4 It must not state a delayed effective date.
As to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect It must be signed by the person correcting the filed HF 655 (4) 90 -35- da/jh/md 35/159 H.F.
As to persons that previously relied on the uncorrected House File 655, p.
655 record.
33 record and would be adversely affected by the retroactive effect It must be signed by the person correcting the filed record .
If law other than this chapter prohibits the disclosure by the secretary of state of information contained in a record HF 655 (4) 90 -36- da/jh/md 36/159 H.F.
If law other than this chapter prohibits the disclosure by the secretary of state of information contained in a record delivered to the secretary of state for filing, the secretary of state shall file the record if the record otherwise complies House File 655, p.
655 delivered to the secretary of state for filing, the secretary of state shall file the record if the record otherwise complies with this chapter but may redact the information.
34 with this chapter but may redact the information.
On the date and at the time of its filing by the HF 655 (4) 90 -37- da/jh/md 37/159 H.F.
On the date and at the time of its filing by the secretary of state, as provided in section 489.210, subsection 2.
655 secretary of state, as provided in section 489.210, subsection 2.
At a specified delayed effective date and time, which may not be more than ninety days after the date of filing.
At a specified delayed effective date and time, which may House File 655, p.
35 not be more than ninety days after the date of filing.
(2) If it is a foreign limited liability company, that the company is authorized to transact business in this state The date the certificate became effective.
(2) If it is a foreign limited liability company, that the company is authorized to transact business in this state The date the certificate became effective .
HF 655 (4) 90 -38- da/jh/md 38/159 H.F.
(3) The period of the limited liability company’s duration if the records of the secretary of state reflect that its period of duration is less than perpetual.
655 (3) The period of the limited liability company’s duration if the records of the secretary of state reflect that its period of duration is less than perpetual.
(c) A proceeding is not pending under section 489.705.
House File 655, p.
36 (c) A proceeding is not pending under section 489.705.
That all fees, taxes, and penalties due under this chapter or other law to the secretary of state have been paid In the case of a registered foreign limited liability company, that it is registered to do business in this state .
That all fees, taxes, and penalties due under this chapter or other law to the secretary of state have been paid In the case of a registered foreign limited liability company, that it is registered to do business in this state.
Other facts of record in the office reflected in the records of the secretary of state that may be requested by the applicant pertaining to the limited liability company or foreign limited liability company which the person requesting HF 655 (4) 90 -39- da/jh/md 39/159 H.F.
Other facts of record in the office reflected in the records of the secretary of state that may be requested by the applicant pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests.
655 the certificate reasonably requests.
Except as otherwise provided in sections 489.1024, 489.1034, 489.1044, and 489.1054, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal.
Except as otherwise provided in sections 489.1024, 489.1034, 489.1044, and 489.1054, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a House File 655, p.
37 statement of withdrawal.
HF 655 (4) 90 -40- da/jh/md 40/159 H.F.
b.
655 b.
The first biennial report under this section in this state must be delivered to the secretary of state between January 1 and April 1 of the first odd-numbered year following the calendar year in which a limited liability company was formed or a foreign limited liability company was authorized registered to transact do business.
The first biennial report under this section in this state must be delivered to the secretary of state between January 1 and April 1 of the first odd-numbered year following the calendar year in which a limited liability company was formed or a foreign limited liability company was authorized House File 655, p.
38 registered to transact do business.
HF 655 (4) 90 -41- da/jh/md 41/159 H.F.
If the secretary of state determines that a biennial report does not contain the information required in this section but otherwise meets the requirements of section 489.114 for the purpose of changing the registered office or registered agent, the secretary of state shall file the statement of change for the registered office or registered agent, effective as provided in section 489.205 489.207, subsection 3, before returning the biennial report to the limited liability company as provided in this section.
655 If the secretary of state determines that a biennial report does not contain the information required in this section but otherwise meets the requirements of section 489.114 for the purpose of changing the registered office or registered agent, the secretary of state shall file the statement of change for the registered office or registered agent, effective as provided in section 489.205 489.207, subsection 3, before returning the biennial report to the limited liability company as provided in this section.
After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing and, in the case of a statement of denial, also to the limited liability company to which the statement pertains.
After filing a record, the secretary of state House File 655, p.
39 shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing and, in the case of a statement of denial, also to the limited liability company to which the statement pertains.
If the secretary of state refuses to file a record, the person that submitted the record may petition the district HF 655 (4) 90 -42- da/jh/md 42/159 H.F.
If the secretary of state refuses to file a record, the person that submitted the record may petition the district court of Polk county to compel filing of the record.
655 court of Polk county to compel filing of the record.
All of the following apply to the statement:
All of the House File 655, p.
40 following apply to the statement:
(1) Execute Sign an instrument transferring real property HF 655 (4) 90 -43- da/jh/md 43/159 H.F.
(1) Execute Sign an instrument transferring real property held in the name of the limited liability company.
655 held in the name of the limited liability company.
5.
House File 655, p.
Subject to subsection 3, a grant of authority not pertaining to a transfer of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value, any of the following HF 655 (4) 90 -44- da/jh/md 44/159 H.F.
41 5.
655 applies:
Subject to subsection 3, a grant of authority not pertaining to a transfer of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value, any of the following applies:
Subject to subsection 9, an effective statement of dissolution or a statement of termination is a cancellation of any filed statement of authority for the purposes of subsection 6 and is a limitation on authority for the purposes HF 655 (4) 90 -45- da/jh/md 45/159 H.F.
Subject to subsection 9, an effective statement of dissolution or a statement of termination is a cancellation of any filed statement of authority for the purposes of House File 655, p.
655 of subsection 7.
42 subsection 6 and is a limitation on authority for the purposes of subsection 7.
The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities and affairs is not a ground HF 655 (4) 90 -46- da/jh/md 46/159 H.F.
The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on the members a member or managers manager for the debts, obligations, a debt, obligation, or other liabilities liability of the company.
655 for imposing liability on the members a member or managers manager for the debts, obligations, a debt, obligation, or other liabilities liability of the company.
House File 655, p.
Sec.
43 Sec.
If a limited liability company is to have only one member upon formation, a the person becomes the a member as agreed by that person and the organizer of the company or a majority of organizers if more than one.
If a limited liability company is to have only one member upon formation, a the person becomes the a member as agreed by that person and the organizer of the company or a majority of organizers if more than one .
HF 655 (4) 90 -47- da/jh/md 47/159 H.F.
b.
655 b.
(1) The last person to have been a member, or the legal representative of that person, designates a person to become a member.
(1) The last person to have been a member, or the legal House File 655, p.
44 representative of that person, designates a person to become a member.
A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the company.
A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the company .
HF 655 (4) 90 -48- da/jh/md 48/159 H.F.
2.
655 2.
The penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating the member’s interest to that of a nondefaulting member, a forced sale of the member’s interest, forfeiture of the member’s interest, the lending by other members of the amount necessary to meet the member’s commitment, a fixing of the value of the member’s interest by appraisal or by formula and redemption, or sale of the member’s interest at such value or other penalty or consequence The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the members.
The penalty or House File 655, p.
45 consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating the member’s interest to that of a nondefaulting member, a forced sale of the member’s interest, forfeiture of the member’s interest, the lending by other members of the amount necessary to meet the member’s commitment, a fixing of the value of the member’s interest by appraisal or by formula and redemption, or sale of the member’s interest at such value or other penalty or consequence The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the members.
The penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating the member’s interest to that of a nondefaulting member, a forced sale of the member’s interest, forfeiture of the member’s interest, the lending by HF 655 (4) 90 -49- da/jh/md 49/159 H.F.
The penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating the member’s interest to that of a nondefaulting member, a forced sale of the member’s interest, forfeiture of the member’s interest, the lending by other members of the amount necessary to meet the member’s commitment, a fixing of the value of the member’s interest by appraisal or by formula and redemption, or sale of the member’s interest at such value or other penalty or consequence.
655 other members of the amount necessary to meet the member’s commitment, a fixing of the value of the member’s interest by appraisal or by formula and redemption, or sale of the member’s interest at such value or other penalty or consequence.
A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the limited liability company decides to make an interim distribution.
A person has a right to a distribution before the House File 655, p.
46 dissolution and winding up of a limited liability company only if the limited liability company decides to make an interim distribution.
Section 489.405, Code 2023, is amended to read as HF 655 (4) 90 -50- da/jh/md 50/159 H.F.
Section 489.405, Code 2023, is amended to read as follows:
655 follows:
The limited liability company would not be able to pay its debts as they become due in the ordinary course of the company’s activities and affairs .
The limited liability company would not be able to pay its debts as they become due in the ordinary course of the company’s activities and affairs.
A limited liability company may base a determination that a distribution is not prohibited under subsection 1 on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances any of the following:
A limited liability company may base a determination that a distribution is not prohibited under subsection 1 on financial statements prepared on the basis of accounting House File 655, p.
47 practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances any of the following:
Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances.
Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances .
HF 655 (4) 90 -51- da/jh/md 51/159 H.F.
(1) The date money or other property is transferred or debt is incurred by the limited liability company .
655 (1) The date money or other property is transferred or debt is incurred by the limited liability company .
A limited liability company’s indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the company’s indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement .
A limited liability company’s indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the company’s indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.
A limited liability company’s indebtedness, including indebtedness issued in connection with or as part of as a distribution, is not a liability for purposes of subsection 1 if the terms of the indebtedness provide that payment of principal and interest are is made only if and to the extent that payment of a distribution could then be made to members under this section.
A limited liability company’s indebtedness, including indebtedness issued in connection with or as part of as a distribution, is not a liability for purposes of subsection 1 if the terms of the indebtedness provide that payment of House File 655, p.
48 principal and interest are is made only if and to the extent that payment of a distribution could then be made to members under this section.
In subsection 1, “distribution” does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program In measuring the effect of a distribution under section 489.708, the liabilities of a dissolved limited liability HF 655 (4) 90 -52- da/jh/md 52/159 H.F.
In subsection 1, “distribution” does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program In measuring the effect of a distribution under section 489.708, the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under section 489.703, 489.704, or 489.706A .
655 company do not include any claim that has been disposed of under section 489.703, 489.704, or 489.706A .
4.
House File 655, p.
49 4.
Implead any person that received a distribution in violation of subsection 3 and seek to compel enforce a right of HF 655 (4) 90 -53- da/jh/md 53/159 H.F.
Implead any person that received a distribution in violation of subsection 3 and seek to compel enforce a right of contribution from the person in the amount the person received in violation of subsection 3.
655 contribution from the person in the amount the person received in violation of subsection 3.
An act outside the ordinary course of the activities of the company, including selling, leasing, exchanging, or otherwise disposing of all, or substantially all, of the company’s property, with or without the goodwill, may be undertaken only with the consent of all members The affirmative HF 655 (4) 90 -54- da/jh/md 54/159 H.F.
An act outside the ordinary course of the activities House File 655, p.
655 vote or consent of all the members is required to do any of the following:
50 of the company, including selling, leasing, exchanging, or otherwise disposing of all, or substantially all, of the company’s property, with or without the goodwill, may be undertaken only with the consent of all members The affirmative vote or consent of all the members is required to do any of the following:
Except as otherwise expressly provided in this chapter, any matter relating to the activities and affairs of the limited liability company is decided exclusively by the managers manager, or, if there is more than one manager, by a majority of the managers.
Except as otherwise expressly provided in this chapter, any matter relating to the activities and affairs of the limited liability company is decided exclusively by the managers manager, or, if there is more than one manager, by a majority of the managers .
HF 655 (4) 90 -55- da/jh/md 55/159 H.F.
House File 655, p.
655 (3) Undertake any other act outside the ordinary course of the company’s activities Approve a merger, interest exchange, conversion, or domestication under subchapter X.
51 (3) Undertake any other act outside the ordinary course of the company’s activities Approve a merger, interest exchange, conversion, or domestication under subchapter X .
This chapter does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to HF 655 (4) 90 -56- da/jh/md 56/159 H.F.
This chapter does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute.
655 contribute.
A payment or advance made by a member which gives rise to a limited liability company obligation under subsection 6 or section 489.408, subsection 1, constitutes a loan to the company which accrues interest from the date of the payment or advance.
A payment or advance made by a member which gives rise to a limited liability company obligation under subsection 6 or section 489.408, subsection 1, constitutes a loan to the House File 655, p.
52 company which accrues interest from the date of the payment or advance.
In a manager-managed limited liability company, a HF 655 (4) 90 -57- da/jh/md 57/159 H.F.
In a manager-managed limited liability company, a transfer of an interest in real estate held by the company may be undertaken by any of the following:
655 transfer of an interest in real estate held by the company may be undertaken by any of the following:
(2) As provided in a statement of authority filed by the limited liability company with the secretary of state and the recorder of the county where the real estate is situated pursuant to section 489.302.
(2) As provided in a statement of authority filed by the limited liability company with the secretary of state and the recorder of the county where the real estate is situated House File 655, p.
53 pursuant to section 489.302.
A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, HF 655 (4) 90 -58- da/jh/md 58/159 H.F.
A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under section 489.110, subsection 7, the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability A limited liability company shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of section 489.405, 489.407, or 489.409.
655 under section 489.110, subsection 7, the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability A limited liability company shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of section 489.405, 489.407, or 489.409.
In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney’s fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a member or manager, if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection 2.
In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, House File 655, p.
54 including attorney’s fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a member or manager, if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection 2.
HF 655 (4) 90 -59- da/jh/md 59/159 H.F.
a.
655 a.
(1) In the conduct or winding up of the limited liability company’s activities and affairs .
(1) In the conduct or winding up of the limited liability company’s activities and affairs.
3.
House File 655, p.
55 3.
A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties under this chapter or under the operating agreement and exercise any rights consistently with the contractual HF 655 (4) 90 -60- da/jh/md 60/159 H.F.
A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing A member shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing .
655 obligation of good faith and fair dealing A member shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing .
It is a defense to a claim under subsection 2, paragraph “b”, and any comparable claim in equity or at common law that the transaction was fair to the limited liability company A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member’s conduct furthers the member’s own interest .
It is a defense to a claim under subsection 2, paragraph “b”, and any comparable claim in equity or at common law that the transaction was fair to the limited liability company A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member’s conduct furthers the member’s own interest.
It is a defense to a claim under subsection 2, paragraph “b”, and any comparable claim in equity or at common law that the transaction was fair to the limited liability company.
It is a defense to a claim under subsection 2, paragraph “b”, and any comparable claim in equity or at common law that the transaction was fair to the limited House File 655, p.
56 liability company.
In a manager-managed limited liability company, all of HF 655 (4) 90 -61- da/jh/md 61/159 H.F.
In a manager-managed limited liability company, all of the following rules apply:
655 the following rules apply:
The power to ratify under subsection 6 may be exercised only by the members.
The power to ratify under subsection 6 may be exercised House File 655, p.
57 only by the members.
489.410 Right of members, managers, and dissociated members to information Rights to information of member, manager, and person dissociated as member.
489.410 Right of members, managers, and dissociated members to information Rights to information of member, manager, and person dissociated as member .
HF 655 (4) 90 -62- da/jh/md 62/159 H.F.
a.
655 a.
The informational rights stated in subsection 1 and the duty stated in subsection 1, paragraph “c”, apply to the managers and not the members.
The informational rights stated in subsection 1 and the duty stated in subsection 1, paragraph “c”, apply to the House File 655, p.
58 managers and not the members.
HF 655 (4) 90 -63- da/jh/md 63/159 H.F.
(1) The member seeks the information for a purpose material reasonably related to the member’s interest as a member.
655 (1) The member seeks the information for a purpose material reasonably related to the member’s interest as a member.
(2) If the company declines to provide any demanded information, the company’s reasons for declining The limited liability company’s reasons for declining, if the company declines to provide any demanded information .
(2) If the company declines to provide any demanded information, the company’s reasons for declining The limited liability company’s reasons for declining, if the company declines to provide any demanded information.
The company shall respond to a demand made pursuant to this subsection in the manner provided in subsection 2, paragraph “c” Subject to subsection 8, on ten days’ demand made in a record received by HF 655 (4) 90 -64- da/jh/md 64/159 H.F.
The company shall House File 655, p.
655 a limited liability company, a person dissociated as a member may have access to the information to which the person was entitled while a member if all of the following apply:
59 respond to a demand made pursuant to this subsection in the manner provided in subsection 2, paragraph “c” Subject to subsection 8, on ten days’ demand made in a record received by a limited liability company, a person dissociated as a member may have access to the information to which the person was entitled while a member if all of the following apply:
The information pertains to the period during which the person was a member .
The information pertains to the period during which the person was a member.
Any restriction or condition imposed by the operating agreement or under subsection 7 applies both to the agent or legal representative and the member or dissociated member A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
Any restriction or condition imposed by the operating agreement or under subsection 7 applies both to the agent or legal representative and the member or dissociated member A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material .
In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, HF 655 (4) 90 -65- da/jh/md 65/159 H.F.
In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing House File 655, p.
655 including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient.
60 nondisclosure and safeguarding obligations on the recipient.
In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness Subject to section 489.504, the rights under this section do not extend to a person as transferee .
In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness Subject to section 489.504, the rights under this section do not extend to a person as transferee.
It does not by itself cause a member’s person’s dissociation as a member or a dissolution and winding up of the limited liability company’s activities and affairs.
It does not by itself cause a member’s person’s dissociation as a member or a dissolution and winding up of the limited liability company’s activities and affairs .
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would HF 655 (4) 90 -66- da/jh/md 66/159 H.F.
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
655 otherwise be entitled.
A transferable interest may be evidenced by a certificate of the interest issued by the a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
A transferable interest may be evidenced by a certificate House File 655, p.
61 of the interest issued by the a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement or another agreement to which the transferor is a party is ineffective as to a person having notice of the restriction at the time of transfer if the intended transferee has knowledge or notice of the restriction at the time of transfer.
A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement or another agreement to which the transferor is a party is ineffective as to a person having notice of the restriction at the time of transfer if the intended transferee has knowledge or notice of the restriction at the time of transfer .
On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the HF 655 (4) 90 -67- da/jh/md 67/159 H.F.
On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment.
655 unsatisfied amount of the judgment.
a.
House File 655, p.
62 a.
This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member’s or transferee’s transferable interest If a court orders HF 655 (4) 90 -68- da/jh/md 68/159 H.F.
This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member’s or transferee’s transferable interest If a court orders foreclosure of a charging order lien against the sole member of a limited liability company all of the following apply:
655 foreclosure of a charging order lien against the sole member of a limited liability company all of the following apply:
This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor’s transferable interest This chapter does not deprive any member or transferee of the benefit of any exemption law applicable to the transferable interest of the member or transferee .
This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor’s transferable interest This chapter does not deprive any member or transferee of the House File 655, p.
63 benefit of any exemption law applicable to the transferable interest of the member or transferee.
The rights of a transferee provided in section 489.502, subsection 3, and, for.
The rights of a transferee provided in section 489.502, subsection 3, and, for .
A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by HF 655 (4) 90 -69- da/jh/md 69/159 H.F.
A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 489.602, subsection 1.
655 express will under section 489.602, subsection 1.
(4) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.
(4) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person House File 655, p.
64 is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.
HF 655 (4) 90 -70- da/jh/md 70/159 H.F.
2.
655 2.
The person is expelled as a member pursuant to the operating agreement The person’s entire interest is transferred in a foreclosure sale under section 489.503, subsection 6 .
The person is expelled as a member pursuant to the operating agreement The person’s entire interest is transferred in a foreclosure sale under section 489.503, subsection 6.
The person is a corporation and, within ninety days after the company notifies the person that it will be expelled as a member because the person has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the certificate of dissolution has not been revoked or its charter or right to conduct business has not been reinstated.
The person is a corporation and, within ninety days after the company notifies the person that it will be expelled as a member because the person has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by House File 655, p.
65 the jurisdiction of its incorporation, the certificate of dissolution has not been revoked or its charter or right to conduct business has not been reinstated.
On application by the company, the person is expelled as a member by judicial order because the person has done any of the following The person is expelled as a member by the affirmative vote or consent of all the other members if any of the following apply:
On application by the company, the person is expelled as a member by judicial order because the person has done any of the following The person is expelled as a member by the affirmative vote or consent of all the other members if any of the following apply :
Has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company’s activities It is unlawful to carry on the limited liability company’s activities and affairs HF 655 (4) 90 -71- da/jh/md 71/159 H.F.
Has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company’s activities It is unlawful to carry on the limited liability company’s activities and affairs with the person as a member.
655 with the person as a member.
(1) The limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct business has been suspended by the person’s jurisdiction of formation .
(1) The limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct business has been suspended by the person’s jurisdiction of formation.
(2) Not later than ninety days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person’s charter or the equivalent or right to conduct business has not been reinstated.
(2) Not later than ninety days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person’s charter or the equivalent or right House File 655, p.
66 to conduct business has not been reinstated.
The person dies has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will HF 655 (4) 90 -72- da/jh/md 72/159 H.F.
The person dies has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company’s activities and affairs.
655 affect adversely and materially, the company’s activities and affairs .
Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property.
Seeks, consents to, or acquiesces in the appointment of House File 655, p.
67 a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property.
In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust’s entire transferable interest in the company is distributed In a member-managed limited liability company, any of the following HF 655 (4) 90 -73- da/jh/md 73/159 H.F.
In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust’s entire transferable interest in the company is distributed In a member-managed limited liability company, any of the following apply:
655 apply:
In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the company is distributed In the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited liability company is distributed .
In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the company is distributed In the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited liability company is distributed.
The limited liability company is not the surviving entity.
The limited liability company is not the surviving entity .
b.
House File 655, p.
68 b.
HF 655 (4) 90 -74- da/jh/md 74/159 H.F.
13.
655 13.
The company participates in a domestication under article 10 , if, as a result of the domestication, the person ceases to be a member The limited liability company participates in an interest exchange under subchapter X and, as a result of the interest exchange, the person ceases to be a member.
The company participates in a domestication under article 10 , if, as a result of the domestication, the person ceases to be a member The limited liability company participates in an interest exchange under subchapter X and, as a result of the interest exchange, the person ceases to be a member .
The limited liability company terminates participates in a conversion under subchapter X.
The limited liability company terminates participates in a conversion under subchapter X .
If the company is member-managed, the person’s fiduciary duties as a member end with regard to matters arising and events occurring after the person’s dissociation The person’s duties and obligations under section 489.409 as a member end with regard to matters arising and events occurring after the person’s dissociation.
If the company is member-managed, the person’s fiduciary duties as a member end with regard to matters arising and events occurring after the person’s dissociation The person’s duties and obligations under section 489.409 as a member end with regard to matters arising and events occurring after the person’s dissociation .
A person’s dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the HF 655 (4) 90 -75- da/jh/md 75/159 H.F.
A person’s dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.
655 other members which the person incurred while a member.
Section 489.604, Code 2023, is amended to read as follows:
Section 489.604, Code 2023, is amended to read as House File 655, p.
69 follows:
Waives the application of this section to the limited HF 655 (4) 90 -76- da/jh/md 76/159 H.F.
Waives the application of this section to the limited liability company.
655 liability company.
This section applies to a limited liability company whose original articles of organization or certificate of organization is filed with the secretary of state on or after July 1, 1997.
This section applies to a limited liability company whose original articles of organization or certificate of House File 655, p.
70 organization is filed with the secretary of state on or after July 1, 1997.
(2) At least one person becomes a member in accordance with HF 655 (4) 90 -77- da/jh/md 77/159 H.F.
(2) At least one person becomes a member in accordance with the consent.
655 the consent.
(3) The managers or those members in control of the limited liability company conduct themselves according to any of the following:
(3) The managers or those members in control of the limited House File 655, p.
71 liability company conduct themselves according to any of the following:
A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company has become effective, a the district court has entered an order HF 655 (4) 90 -78- da/jh/md 78/159 H.F.
A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company has become effective, a the district court has entered an order under section 489.701, subsection 1, paragraph “d”, dissolving the company, or the secretary of state has dissolved the company under section 489.705.
655 under section 489.701, subsection 1, paragraph “d”, dissolving the company, or the secretary of state has dissolved the company under section 489.705.
(2) If the statement of dissolution has become effective, delivery to the secretary of state for filing of a statement of rescission stating the name of the limited liability company and that dissolution has been rescinded under this section.
(2) If the statement of dissolution has become effective, House File 655, p.
72 delivery to the secretary of state for filing of a statement of rescission stating the name of the limited liability company and that dissolution has been rescinded under this section.
A dissolved limited liability company shall wind up its activities and affairs , and except as otherwise provided in section 489.701A, the company continues after dissolution only HF 655 (4) 90 -79- da/jh/md 79/159 H.F.
A dissolved limited liability company shall wind up its activities and affairs , and except as otherwise provided in section 489.701A, the company continues after dissolution only for the purpose of winding up.
655 for the purpose of winding up.
In winding up its activities and affairs , all of the following apply to a limited liability company:
In winding up its activities and affairs, all of the following apply to a limited liability company:
It shall discharge the limited liability company’s debts, obligations, or and other liabilities, settle and close the company’s activities and affairs , and marshal and distribute the assets of the company.
It shall discharge the limited liability company’s debts, obligations, or and other liabilities, settle and close the company’s activities and affairs, and marshal and distribute the assets of the company.
(6) Deliver to the secretary of state for filing a statement of termination stating the name of the limited liability company and that the company is terminated.
(6) Deliver to the secretary of state for filing a statement House File 655, p.
73 of termination stating the name of the limited liability company and that the company is terminated.
All of the following apply to a person appointed HF 655 (4) 90 -80- da/jh/md 80/159 H.F.
All of the following apply to a person appointed under this subsection:
655 under this subsection:
On application of a member, if the applicant establishes good cause.
On application of a member, if the applicant establishes House File 655, p.
74 good cause.
(2) The legal representative of the last person to have been a member declines or fails to wind up the limited liability company’s activities and affairs.
(2) The legal representative of the last person to have been a member declines or fails to wind up the limited liability company’s activities and affairs .
HF 655 (4) 90 -81- da/jh/md 81/159 H.F.
489.703 Known claims against dissolved limited liability company.
655 489.703 Known claims against dissolved limited liability company.
(1) The limited liability company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within not later than ninety days after the claimant receives the notice.
(1) The limited liability company causes the claimant to receive a notice in a record stating that the claim is rejected House File 655, p.
75 and will be barred unless the claimant commences an action against the company to enforce the claim within not later than ninety days after the claimant receives the notice.
HF 655 (4) 90 -82- da/jh/md 82/159 H.F.
Sec.
655 Sec.
(1) Publication of the notice one time in a newspaper of general circulation in the county in this state in which the dissolved limited liability company’s principal office is located or, if the principal office is not located in this state, in the county in which the office of the company’s registered agent is or was last located .
(1) Publication of the notice one time in a newspaper of general circulation in the county in this state in which the dissolved limited liability company’s principal office is located or, if the principal office is not located in this state, in the county in which the office of the company’s registered agent is or was last located.
State that a claim against the limited liability company is barred unless an action to enforce the claim is commenced within five not later than three years after publication of the notice.
State that a claim against the limited liability company is barred unless an action to enforce the claim is commenced within five not later than three years after publication of the House File 655, p.
76 notice.
If a dissolved limited liability company publishes a notice in accordance with subsection 2, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the HF 655 (4) 90 -83- da/jh/md 83/159 H.F.
If a dissolved limited liability company publishes a notice in accordance with subsection 2, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication date of the notice :
655 claim of each of the following claimants is barred of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication date of the notice:
The limited liability company has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 489.209 within sixty days after it is due, or has not paid within sixty days after the due date, any fee, tax, or penalty due to the secretary of state HF 655 (4) 90 -84- da/jh/md 84/159 H.F.
The limited liability company has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 489.209 within sixty days after it is due, or has not paid within sixty days after the due House File 655, p.
655 under this chapter or law other than this chapter The limited liability company does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state.
77 date, any fee, tax, or penalty due to the secretary of state under this chapter or law other than this chapter The limited liability company does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state.
If the secretary of state determines that a ground exists for administratively dissolving a limited liability company, the secretary of state shall file a record of the determination and serve the company with a copy of the filed record The limited liability company does not deliver its biennial report required by section 489.209 to the secretary of state within sixty days after it is due .
If the secretary of state determines that a ground exists for administratively dissolving a limited liability company, the secretary of state shall file a record of the determination and serve the company with a copy of the filed record The limited liability company does not deliver its biennial report required by section 489.209 to the secretary of state within sixty days after it is due.
The secretary of state shall serve the company with a copy of the filed declaration The limited liability company is without a registered agent or the registered agent does not have a place of business in this state for sixty days or more.
The secretary of state shall serve the company with a copy of the filed declaration The limited liability company is without a registered agent or the registered agent does not have a place of business in this state for sixty days or more .
A limited liability company that has been administratively dissolved continues in existence but, subject HF 655 (4) 90 -85- da/jh/md 85/159 H.F.
A limited liability company that has been administratively dissolved continues in existence but, subject to section 489.706, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 489.702 and 489.708 and to notify claimants under sections House File 655, p.
655 to section 489.706, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 489.702 and 489.708 and to notify claimants under sections 489.703 and 489.704 The secretary of state has not been notified within sixty days that the limited liability company’s registered agent or place of business of the registered agent has been changed, or that its registered agent has resigned, or that its registered office has been discontinued.
78 489.703 and 489.704 The secretary of state has not been notified within sixty days that the limited liability company’s registered agent or place of business of the registered agent has been changed, or that its registered agent has resigned, or that its registered office has been discontinued.
The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for service of process The limited liability company’s period of duration stated in its certificate of organization expires.
The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for service of process The limited liability company’s period of duration stated in its certificate of organization expires .
HF 655 (4) 90 -86- da/jh/md 86/159 H.F.
The department of workforce development shall report to the secretary of state the tax status of the limited liability company.
655 The department of workforce development shall report to the secretary of state the tax status of the limited liability company.
3.
House File 655, p.
79 3.
A dissolved limited liability company that has published a notice under section 489.704 may file an application with the district court in the county where the company’s principal HF 655 (4) 90 -87- da/jh/md 87/159 H.F.
A dissolved limited liability company that has published a notice under section 489.704 may file an application with the district court in the county where the company’s principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company and any of the following apply:
655 office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company and any of the following apply:
b.
House File 655, p.
80 b.
HF 655 (4) 90 -88- da/jh/md 88/159 H.F.
1.
655 1.
If the secretary of state rejects denies a limited liability company’s application for reinstatement following administrative dissolution, the secretary of state shall prepare, sign, and file a notice that explains the reason for rejection and serve the company under section 489.116 with a copy of the written notice that explains the reason or reasons for denial .
If the secretary of state rejects denies a limited liability company’s application for reinstatement following administrative dissolution, the secretary of state shall prepare, sign, and file a notice that explains the reason for rejection and serve the company under section 489.116 with a copy of the written notice that explains the reason or reasons for denial.
The petition must be served on the secretary of state and contain a copy of the secretary of state’s declaration of dissolution, the company’s application for reinstatement, and the secretary of state’s notice of rejection The limited liability company may appeal the denial of reinstatement to the district court of the county where the company’s principal office or, if none in this state, where its registered office is located within thirty days after service of the notice of denial is effected .
The petition must be served on the secretary of state and contain a copy of the secretary of state’s declaration of dissolution, the company’s application for reinstatement, and the secretary of state’s notice of rejection The limited liability company House File 655, p.
81 may appeal the denial of reinstatement to the district court of the county where the company’s principal office or, if none in this state, where its registered office is located within thirty days after service of the notice of denial is effected .
489.708 Distribution Disposition of assets in winding up limited liability company’s activities.
489.708 Distribution Disposition of assets in winding up limited liability company’s activities .
In winding up its activities and affairs, a limited liability company must shall apply its assets to discharge its HF 655 (4) 90 -89- da/jh/md 89/159 H.F.
In winding up its activities and affairs , a limited liability company must shall apply its assets to discharge its the company’s obligations to creditors, including members that are creditors.
655 the company’s obligations to creditors, including members that are creditors.
If a limited liability company does not have sufficient surplus to comply with subsection 2, paragraph “a”, any surplus must be distributed among the owners of transferable interests in proportion to the value of their the respective unreturned contributions.
If a limited liability company does not have sufficient surplus to comply with subsection 2, paragraph “a”, any surplus House File 655, p.
82 must be distributed among the owners of transferable interests in proportion to the value of their the respective unreturned contributions.
If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within HF 655 (4) 90 -90- da/jh/md 90/159 H.F.
If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice under section 489.116, the secretary of state shall administratively dissolve the company by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date.
655 sixty days after service of the notice under section 489.116, the secretary of state shall administratively dissolve the company by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date.
The internal affairs of the foreign limited liability company.
The internal affairs of the foreign limited liability House File 655, p.
83 company.
A foreign limited liability company shall not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed is not precluded from registering to do business in this state because of any difference between the law of the foreign HF 655 (4) 90 -91- da/jh/md 91/159 H.F.
A foreign limited liability company shall not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed is not precluded from registering to do business in this state because of any difference between the law of the foreign limited liability company’s jurisdiction of formation and the law of this state.
655 limited liability company’s jurisdiction of formation and the law of this state.
2.
House File 655, p.
84 2.
(1) By the affirmative vote or consent of a majority of the HF 655 (4) 90 -92- da/jh/md 92/159 H.F.
(1) By the affirmative vote or consent of a majority of the members not named as parties in the proceeding.
655 members not named as parties in the proceeding.
Otherwise, the court shall dissolve the stay of discovery entered under subsection 1 and allow the action to continue under the control of the plaintiff.
Otherwise, the court shall dissolve the stay of discovery entered under House File 655, p.
85 subsection 1 and allow the action to continue under the control of the plaintiff.
HF 655 (4) 90 -93- da/jh/md 93/159 H.F.
489.809 Action by attorney general.
655 489.809 Action by attorney general.
Activities of a foreign limited liability company that do not constitute doing business in this state for purposes of HF 655 (4) 90 -94- da/jh/md 94/159 H.F.
Activities of a foreign limited liability company that do not constitute doing business in this state for purposes of House File 655, p.
655 this subchapter include all of the following:
86 this subchapter include all of the following:
Any proceeds or other benefits of a derivative action under section 489.902, whether by judgment, compromise, or HF 655 (4) 90 -95- da/jh/md 95/159 H.F.
Any proceeds or other benefits of a derivative action under section 489.902, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff.
655 settlement, belong to the limited liability company and not to the plaintiff.
2.
House File 655, p.
87 2.
489.907 Withdrawal of registration of HF 655 (4) 90 -96- da/jh/md 96/159 H.F.
489.907 Withdrawal of registration of registered foreign limited liability company.
655 registered foreign limited liability company.
b.
House File 655, p.
88 b.
A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state HF 655 (4) 90 -97- da/jh/md 97/159 H.F.
A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal.
655 for filing a statement of withdrawal.
(3) An address to which process on the foreign limited liability company may be sent by the secretary of state under section 489.116, subsection 3.
(3) An address to which process on the foreign limited liability company may be sent by the secretary of state under House File 655, p.
89 section 489.116, subsection 3.
If a registered foreign limited liability company merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do HF 655 (4) 90 -98- da/jh/md 98/159 H.F.
If a registered foreign limited liability company merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing a transfer of registration statement.
655 business in this state, the foreign entity shall deliver to the secretary of state for filing a transfer of registration statement.
(1) The street and mailing addresses of the principal office of the foreign entity and, if the law of the foreign entity’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office.
(1) The street and mailing addresses of the principal office House File 655, p.
90 of the foreign entity and, if the law of the foreign entity’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office.
HF 655 (4) 90 -99- da/jh/md 99/159 H.F.
a.
655 a.
Delivering a copy of the certificate of termination to the foreign company’s registered agent or, if the foreign company does not have a registered agent, to the foreign company’s principal office.
Delivering a copy of the certificate of termination to the foreign company’s registered agent or, if the foreign House File 655, p.
91 company does not have a registered agent, to the foreign company’s principal office.
If the foreign company cures each HF 655 (4) 90 -100- da/jh/md 100/159 H.F.
If the foreign company cures each ground, the secretary of state shall file a statement that the certificate of termination is withdrawn.
655 ground, the secretary of state shall file a statement that the certificate of termination is withdrawn.
Section 489.801, subsection 1, applies even if a foreign limited liability company fails to register under this subchapter.
Section 489.801, subsection 1, applies even if a House File 655, p.
92 foreign limited liability company fails to register under this subchapter.
The name of the foreign limited liability company and, if the name does not comply with section 489.108, an alternate HF 655 (4) 90 -101- da/jh/md 101/159 H.F.
The name of the foreign limited liability company and, if the name does not comply with section 489.108, an alternate name as required by section 489.906A.
655 name as required by section 489.906A.
Its jurisdiction of formation, unless its registration is deemed to have been withdrawn under section 489.908 or transferred under section 489.910.
Its jurisdiction of formation, unless its registration is deemed to have been withdrawn under section 489.908 or House File 655, p.
93 transferred under section 489.910.
HF 655 (4) 90 -102- da/jh/md 102/159 H.F.
489.1001 Definitions.
655 489.1001 Definitions.
(1) A business corporation.
House File 655, p.
94 (1) A business corporation.
(3) A general partnership, including a limited liability HF 655 (4) 90 -103- da/jh/md 103/159 H.F.
(3) A general partnership, including a limited liability partnership.
655 partnership.
HF 655 (4) 90 -104- da/jh/md 104/159 H.F.
b.
655 b.
Vote for or consent to the election of the governors of House File 655, p.
Vote for or consent to the election of the governors of the entity.
95 the entity.
HF 655 (4) 90 -105- da/jh/md 105/159 H.F.
b.
655 b.
g.
House File 655, p.
a shareholder of a domestic cooperative.
96 g.
A shareholder of a domestic cooperative.
HF 655 (4) 90 -106- da/jh/md 106/159 H.F.
27.
655 27.
(2) The bylaws of a nonprofit corporation.
House File 655, p.
97 (2) The bylaws of a nonprofit corporation.
HF 655 (4) 90 -107- da/jh/md 107/159 H.F.
(3) The certificate of limited partnership of a limited partnership.
655 (3) The certificate of limited partnership of a limited partnership.
34.
House File 655, p.
98 34.
A transaction effected under this subchapter shall not create or impair a right, duty, or obligation of a HF 655 (4) 90 -108- da/jh/md 108/159 H.F.
A transaction effected under this subchapter shall not create or impair a right, duty, or obligation of a person under the statutory law of this state other than this subchapter relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless any of the following applies:
655 person under the statutory law of this state other than this subchapter relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless any of the following applies:
A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication.
A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency House File 655, p.
99 or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication.
HF 655 (4) 90 -109- da/jh/md 109/159 H.F.
Sec.
655 Sec.
b.
House File 655, p.
100 b.
An interest holder of a domestic merging, acquired, HF 655 (4) 90 -110- da/jh/md 110/159 H.F.
An interest holder of a domestic merging, acquired, converting, or domesticating limited liability company is entitled to contractual appraisal rights in connection with a transaction under this subchapter to the extent provided in any of the following:
655 converting, or domesticating limited liability company is entitled to contractual appraisal rights in connection with a transaction under this subchapter to the extent provided in any of the following:
Sec.
House File 655, p.
101 Sec.
The manner of converting the interests in each party HF 655 (4) 90 -111- da/jh/md 111/159 H.F.
The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
655 to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
In a record, by each member of a domestic merging limited liability company which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless all of the following apply:
In a record, by each member of a domestic merging limited liability company which will have interest holder liability for debts, obligations, and other liabilities that are incurred House File 655, p.
(1) The operating agreement of the limited liability company provides in a record for the approval of a merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer HF 655 (4) 90 -112- da/jh/md 112/159 H.F.
102 after the merger becomes effective, unless all of the following apply:
655 than all the members.
(1) The operating agreement of the limited liability company provides in a record for the approval of a merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members.
(2) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules.
(2) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of House File 655, p.
(3) Any other terms or conditions of the plan, if the change HF 655 (4) 90 -113- da/jh/md 113/159 H.F.
103 the surviving entity under its organic law or organic rules.
655 would adversely affect the member in any material respect.
(3) Any other terms or conditions of the plan, if the change would adversely affect the member in any material respect.
A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part and by each foreign merging entity, if any, in accordance with the law HF 655 (4) 90 -114- da/jh/md 114/159 H.F.
A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation.
655 of its jurisdiction of formation.
If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger.
If the surviving entity exists before the merger and is House File 655, p.
104 a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger.
HF 655 (4) 90 -115- da/jh/md 115/159 H.F.
e.
655 e.
(1) All its property continues to be vested in it without transfer, reversion, or impairment.
(1) All its property continues to be vested in it without House File 655, p.
105 transfer, reversion, or impairment.
Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give HF 655 (4) 90 -116- da/jh/md 116/159 H.F.
Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity.
655 rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity.
When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective.
When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred House File 655, p.
106 after the merger becomes effective.
When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited liability HF 655 (4) 90 -117- da/jh/md 117/159 H.F.
When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited liability company as provided in section 489.116.
655 company as provided in section 489.116.
All of one or more classes or series of interests of a domestic limited liability company may be acquired by another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
All of one or more classes or series of interests of a House File 655, p.
107 domestic limited liability company may be acquired by another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
The plan must be in a record and HF 655 (4) 90 -118- da/jh/md 118/159 H.F.
The plan must be in a record and contain all of the following:
655 contain all of the following:
Sec.
House File 655, p.
108 Sec.
(2) The member consented in a record to or voted for that HF 655 (4) 90 -119- da/jh/md 119/159 H.F.
(2) The member consented in a record to or voted for that provision of the operating agreement or became a member after the adoption of that provision.
655 provision of the operating agreement or became a member after the adoption of that provision.
In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.
In the same manner as the plan was approved, if the plan House File 655, p.
109 does not provide for the manner in which it may be amended.
(2) The certificate of organization or operating agreement of the acquired company that will be in effect immediately HF 655 (4) 90 -120- da/jh/md 120/159 H.F.
(2) The certificate of organization or operating agreement of the acquired company that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the members of the acquired company under this chapter or the operating agreement.
655 after the interest exchange becomes effective, except for changes that do not require approval of the members of the acquired company under this chapter or the operating agreement.
Sec.
House File 655, p.
110 Sec.
The name, jurisdiction of formation, and type of entity HF 655 (4) 90 -121- da/jh/md 121/159 H.F.
The name, jurisdiction of formation, and type of entity of the acquiring entity.
655 of the acquiring entity.
2.
House File 655, p.
Except as otherwise provided in the operating agreement of a domestic acquired limited liability company, the interest exchange does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the acquired limited liability HF 655 (4) 90 -122- da/jh/md 122/159 H.F.
111 2.
655 company.
Except as otherwise provided in the operating agreement of a domestic acquired limited liability company, the interest exchange does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the acquired limited liability company.
By complying with this part, a domestic limited liability company may become any of the following:
By complying with this part, a domestic limited liability House File 655, p.
HF 655 (4) 90 -123- da/jh/md 123/159 H.F.
112 company may become any of the following:
655 a.
a.
The proposed public organic record of the converted HF 655 (4) 90 -124- da/jh/md 124/159 H.F.
The proposed public organic record of the converted entity if it will be a filing entity.
655 entity if it will be a filing entity.
f.
House File 655, p.
113 f.
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Amendments

1 amendment

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Action History

  1. Signed by Governor.

  2. Reported correctly enrolled, signed by Speaker and President, and sent to Governor.

  3. Message from Senate.

  4. Immediate message.

  5. Passed Senate, yeas 48, nays 0.

  6. Substituted for SF 544.

  7. Placed on calendar under unfinished business.

  8. Read first time, attached to SF 544.

  9. Message from House.

  10. Immediate message.

  11. Passed House, yeas 97, nays 0.

  12. Amendment H-1171 adopted.

  13. Placed on calendar under unfinished business.

  14. Amendment H-1171 filed.

  15. Introduced, placed on calendar.

Sponsors

  • COMMITTEE ON JUDICIARY · Primary

Sponsorship breakdown

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1 sponsors · 0 co-sponsors · 149 not signed on

Sponsors (1)

  • COMMITTEE ON JUDICIARY

Co-sponsors (0)

None.

Not signed on (149)

149 members have not signed on to this bill.

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"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

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Frequently asked questions

Who sponsors HF 655?
HF 655 is sponsored by COMMITTEE ON JUDICIARY.
What is the current status of HF 655?
This bill has been enacted into law. Introduced March 07, 2023. Enacted.
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