Iowa Code § 489.1207 (2026)

1. For purposes of applying this chapter to a limited liability company formed before January 1, 2024, references in the limited liability company’s operating agreement to provisions in this chapter in effect before January 1, 2024, are deemed to be references to the comparable provision in this chapter after January 1, 2024.

2. A limited liability company that has published notice of its dissolution and requested persons having claims against the limited liability company to present them in accordance \n Tue Dec 09 22:07:32 2025 Iowa Code 2026, Chapter 489 (303, 2) 75 UNIFORM LIMITED LIABILITY COMPANY ACT, §489.14102\n\nwith the notice pursuant to section 489.705 as that section existed immediately prior to January 1, 2024, shall be subject to the requirements set forth in that section as it existed immediately prior to January 1, 2024, including the right of a claim by a person that is commenced within five years after publication of the notice.

3. For the purposes of applying this chapter to a limited liability company formed before January 1, 2009, all of the following apply:

a. The limited liability company’s articles of organization are deemed to be the company’s certificate of organization.

b. For the purposes of applying section 489.102, subsection 15, and subject to section 489.107, subsection 4, language in the limited liability company’s articles of organization designating the limited liability company’s management structure operates as if that language were in the operating agreement.

c. If a professional limited liability company’s name complied with section 490A.1503 as that section existed on December 30, 2010, that company’s name shall also be deemed to comply with the name requirements of section 489.1103 of the 2011 edition of the Iowa Code. 2023 Acts, ch 152, §125, 161; 2024 Acts, ch 1125, §20, 31 Referred to in §489.102\n\n 489.1208 through 489.1300 Reserved.\n\n SUBCHAPTER XIII PRIOR PROVISIONS \n 489.1301 Uniformity of application and construction. Transferred to §489.1201; 2023 Acts, ch 152, §143, 161. \n 489.1302 Relation to Electronic Signatures in Global and National Commerce Act. Transferred to §489.1202; 2023 Acts, ch 152, §143, 161. \n 489.1303 Savings clause. Transferred to §489.1203; 2023 Acts, ch 152, §143, 161. \n 489.1304 Application to existing relationships. Repealed by 2023 Acts, ch 152, §142, 161. \n 489.1305 through 489.14100 Reserved.\n\n SUBCHAPTER XIV UNIFORM PROTECTED SERIES ACT Referred to in §10.1, 10.10, 489.101\n\n PART 1 GENERAL PROVISIONS \n 489.14101 Short title. This subchapter may be cited as the “Uniform Protected Series Act”. 2019 Acts, ch 26, §1, 41; 2023 Acts, ch 152, §126, 161 Referred to in §489.101\n\n 489.14102 Definitions. As used in this subchapter, unless the context otherwise requires:

1. “Asset” means any of the following:

a. Property in which a series limited liability company or protected series has rights.

b. Property as to which the company or protected series has the power to transfer rights. \n Tue Dec 09 22:07:32 2025 Iowa Code 2026, Chapter 489 (303, 2) §489.14102, UNIFORM LIMITED LIABILITY COMPANY ACT 76\n\n 2. “Associated asset” means an asset that meets the requirements of section 489.14301.

3. “Associated member” means a member that meets the requirements of section 489.14302.

4. “Foreign protected series” means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under this subchapter. The term applies whether or not the law under which the foreign company is organized refers to “protected series”.

5. “Foreign series limited liability company” means a foreign limited liability company that has at least one foreign protected series.

6. “Nonassociated asset” means any of the following:

a. An asset of a series limited liability company which is not an associated asset of the company.

b. An asset of a protected series of the company which is not an associated asset of the protected series.

7. “Person” means the same as defined in section 4.1 and includes a protected series.

8. “Protected series”, except in the phrase “foreign protected series”, means a protected series established under section 489.14201.

9. “Protected-series manager” means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, this subchapter, and this chapter.

10. “Protected-series transferable interest” means a right to receive a distribution from a protected series.

11. “Protected-series transferee” means a person to which all or part of a protected-series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.

12. “Series limited liability company”, except in the phrase “foreign series limited liability company”, means a limited liability company that has at least one protected series. 2019 Acts, ch 26, §2, 41; 2023 Acts, ch 152, §127, 128, 161 \n