Iowa Code § 489.14106 (2026)
Relation of operating agreement, this subchapter, and this chapter
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. 2019 Acts, ch 26, §6, 41; 2023 Acts, ch 152, §130, 161 Referred to in §489.14107, 489.14108\n\n 489.14107 Additional limitations on operating agreement.
1. An operating agreement shall not vary the effect of any of the following:\n\nTue Dec 09 22:07:32 2025 Iowa Code 2026, Chapter 489 (303, 2) 79 UNIFORM LIMITED LIABILITY COMPANY ACT, §489.14108\n\n a. This section.
b. Section 489.14103.
c. Section 489.14104, subsection 1.
d. Section 489.14104, subsection 2, to provide a protected series a power beyond the powers this chapter provides a limited liability company.
e. Section 489.14104, subsection 3 or 4.
f. Section 489.14105.
g. Section 489.14106.
h. Section 489.14108.
i. Section 489.14201, except to vary the manner in which a limited liability company approves establishing a protected series.
j. Section 489.14202.
k. Section 489.14301.
l. Section 489.14302.
m. Section 489.14303, subsection 1 or 2.
n. Section 489.14304, subsection 3 or 6.
o. Section 489.14401, except to decrease or eliminate a limitation of liability stated in section 489.14401.
p. Section 489.14402.
q. Section 489.14403.
r. Section 489.14404.
s. Section 489.14501, subsections 1, 4, and 5.
t. Section 489.14502, except to designate a different person to manage winding up.
u. Section 489.14503.
v. Subchapter VI.
w. Subchapter VII.
x. Subchapter VIII.
y. A provision of this subchapter pertaining to any of the following:
(1) Registered agents.
(2) The secretary of state, including provisions pertaining to records authorized or required to be delivered to the secretary of state for filing under this subchapter.
2. An operating agreement shall not unreasonably restrict the duties and rights under section 489.14305 but may impose reasonable restrictions on the availability and use of information obtained under section 489.14305 and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use. 2019 Acts, ch 26, §7, 41; 2022 Acts, ch 1021, §140; 2023 Acts, ch 152, §131, 161 Referred to in §489.14106, 489.14108 \n