Skip to main content
Find a Lawyer

Iowa Code Title XII. Business Entities [Chs. 486-504C] § 489.14106. Relation of operating agreement, this article, and this chapter

Current as of January 01, 2024 | Updated by Findlaw Staff

<[Text subject to final changes by the Iowa Code Editor for Code 2024.]>

1. Except as otherwise provided in this section and subject to sections 489.14107 and 489.14108, the operating agreement of a series limited liability company governs all of the following:

a. The internal affairs of a protected series, including all of the following:

(1) Relations among any associated members of the protected series.

(2) Relations among the protected series and any of the following:

(a) Any associated member.

(b) The protected-series manager.

(c) Any protected-series transferee.

(3) Relations between any associated member and any of the following:

(a) The protected-series manager.

(b) Any protected-series transferee.

(4) The rights and duties of a protected-series manager.

(5) Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs.

(6) Procedures and conditions for becoming an associated member or protected-series transferee.

b. Relations among the protected series, the company, and any other protected series of the company.

c. Relations between all of the following:

(1) The protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series.

(2) A person in the person's capacity as any of the following:

(a) A member of the company which is not an associated member of the protected series.

(b) A protected-series transferee or protected-series manager of another protected series.

(c) A transferee of the company.

2. If this chapter otherwise restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under this subchapter in accordance with section 489.14108.

3. If law of this state other than this subchapter imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than this subchapter, the restriction applies in accordance with section 489.14108.

4. Except as otherwise provided in section 489.14107, if the operating agreement of a series limited liability company does not provide for a matter described in subsection 1 in a manner permitted by this subchapter, the matter is determined in accordance with the following rules:

a. To the extent this subchapter addresses the matter, this subchapter governs.

b. To the extent this subchapter does not address the matter, the other subchapters of this chapter govern the matter in accordance with section 489.14108.

Previous Part of Code Next Part of Code
Back to Chapter List

Cite this article: FindLaw.com - Iowa Code Title XII. Business Entities [Chs. 486-504C] § 489.14106. Relation of operating agreement, this article, and this chapter - last updated January 01, 2024 | https://codes.findlaw.com/ia/title-xii-business-entities-chs-486-504c/ia-code-sect-489-14106/

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About The Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to Find an Attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard