Iowa Code » Chapter 489 — UNIFORM LIMITED LIABILITY COMPANY ACT
Iowa Code

Iowa Code § 489.104 (2026)

Governing law

✓ Iowa Code 2026 (laws through the 2025 session)
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The law of this state governs all of the following:

1. The internal affairs of a limited liability company.

2. The liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company. 2008 Acts, ch 1162, §6, 155 C2009, §489.106\n\nTue Dec 09 22:07:31 2025 Iowa Code 2026, Chapter 489 (303, 2) §489.104, UNIFORM LIMITED LIABILITY COMPANY ACT 8\n\n 2023 Acts, ch 152, §6, 143, 161 C2024, §489.104 Referred to in §489.105 Former §489.104 transferred to §489.108; 2023 Acts, ch 152, §143, 161 \n

Notes of Decisions
Cited in 17 cases (10 in the last 5 years), 2015–2026 · leading case: Hawkeye Land Co. v. ITC Midwest LLC, 125 F. Supp. 3d 885 (N.D. Iowa 2015).
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Hawkeye Land Co. v. ITC Midwest LLC, 125 F. Supp. 3d 885 (N.D. Iowa 2015). · cites it 4× “” Iowa Code § 489.104 (2009). There are “exceptional circumstances” when a court will decide to “pierce the veil of a limited liability company and hold members or managers individually liable.”
McFadden v. Baldwin, No. 17-1891 (Iowa Ct. App. Mar. 6, 2019). · cites it 4× “”); see also Iowa Code § 489.104 (1) (“A limited liability company is 10 performance, of course, is an equitable remedy governed by equitable principles, but one coming into a court of equity for specific performance must be prepared to show that there is equity and good…”
Greer v. Tailor Maid Servs., LLC, 19 N.W.3d 323 (Iowa Ct. App. 2024). · cites it 4× “24, 2013); Iowa Code § 489.104 (1) (2019). Limited liability companies must be represented by a licensed attorney in judicial proceedings.”
Nesset, Inc. v. Charles Jones & Green Dev. Sokol, LLC, 947 N.W.2d 664 (Iowa Ct. App. 2020). · cites it 2× “” Iowa Code § 489.104 (1). And critically, a member or manager is not liable for the “debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise” solely because of acting as a member or manager.”
In re the Marriage of Dickey, 952 N.W.2d 176 (Iowa Ct. App. 2020). · cites it 2× “See Iowa Code § 489.104 (1) (2018); see also Hollingshead v.”
Liquor Bike, LLC v. Iowa Dist. Court for Polk Cnty., 959 N.W.2d 693 (Iowa 2021). · cites it 2× “” Iowa Code § 489.104 (1). Further, Dr. Cherny was not even a member of Vivone.”
Liquor Bike, LLC v. Iowa Dist. Court for Polk Cnty., 959 N.W.2d 693 (Iowa 2021). · cites it 2× “” Iowa Code § 489.104 (1). Further, Dr. Cherny was not even a member of Vivone.”
Liquor Bike, LLC v. Iowa Dist. Court for Polk Cnty., 959 N.W.2d 693 (Iowa 2021). · cites it 2× “” Iowa Code § 489.104 (1). Further, Dr. Cherny was not even a member of Vivone.”
Tracy Even & All Purpose Storage, LLC v. Title Servs. Corp., 986 N.W.2d 401 (Iowa Ct. App. 2022). · cites it 2× “” Iowa Code § 489.104 (1) (2019). So Even never suffered the claimed harm.”
Dutton, Daniels, Hines, Kalkhoff, Cook & Swanson, P.L.C. v. Iowa Dist. Court for Black Hawk Cnty., 986 N.W.2d 390 (Iowa Ct. App. 2022). · cites it 2× “3 See Iowa Code § 489.104 (1) (“A limited liability company is an entity distinct from its members.”
DSM Inv. Grp., LLC v. City of Des Moines, 988 N.W.2d 744 (Iowa Ct. App. 2022). · cites it 2× “See Iowa Code § 489.104 (1) (2018). As DSM is the plaintiff here, not George, DSM had to show that DSM as a separate entity suffered damages.”
Tracy Barkalow v. Jeffrey Clark, 37 N.W.3d 19 (Iowa Ct. App. 2026). · cites it 2× “3d 1 , 6 (Iowa 2025) (quoting Iowa Code §§ 489.104 (1), .105(1)). “If the company has an operating agreement, it is binding.”
Show all 17 citing cases →
Iowa Code § 489.104(1): 2 cases
Jeremy Hollingshead v. DC Misfits, LLC, 937 N.W.2d 616 (Iowa 2020).
Hunter Three Farms, LLC v. Richard Hunter, 18 N.W.3d 1 (Iowa 2025).
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