Iowa Code

Iowa Code § 489.106 (2026)

Operating agreement — effect on limited liability company and persons becoming members — preformation agreement

✓ current as of July 2026

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1. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.

2. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.

3. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.\n\nTue Dec 09 22:07:31 2025 Iowa Code 2026, Chapter 489 (303, 2) §489.106, UNIFORM LIMITED LIABILITY COMPANY ACT 10\n\n 4. An operating agreement in a signed record that excludes modification or rescission except by a signed record cannot be otherwise modified or rescinded. 2008 Acts, ch 1162, §11, 155 C2009, §489.111 2017 Acts, ch 54, §76; 2023 Acts, ch 152, §10, 143, 161 C2024, §489.106 Referred to in §489.105 Former §489.106 transferred to §489.104; 2023 Acts, ch 152, §143, 161 \n

Notes of Decisions

Cited in 2 cases, 2016–2019 · leading case: Wells Fargo Equip. Fin. Inc. v. Jason Retterath & Analia Retterath, 928 N.W.2d 1 (Iowa 2019).

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Wells Fargo Equip. Fin. Inc. v. Jason Retterath & Analia Retterath, 928 N.W.2d 1 (Iowa 2019). “Iowa Code § 489.106 . Locating the membership interest in the state in which the LLC was formed recognizes this authority and promotes uniformity.”

Carolyn R. Morse & Elaine v. Greer, Individually & in Their Capacity as Members of Rosendahl Investments, L.L.C., & Rosendahl Investments, L.L.C. v. Nels M. Rosendahl, Individually & in His Capacity as a Member of Rosendahl Investments, L.L.C. (Iowa Ct. App. 2016). “See Iowa Code § 489.106 (2013). Under the RULLCA, A person is disassociated as a member from a limited liability company when any of the following applies: 1.”

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