Iowa Code

Iowa Code § 489.304 (2026)

Liability of members and managers

✓ current as of July 2026

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1. A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.

2. The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the company. 2008 Acts, ch 1162, §30, 155; 2023 Acts, ch 152, §34, 161 Referred to in §421.26, 422.16, 489.702\n\n 489.305 through 489.400 Reserved.\n\n SUBCHAPTER IV RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY \n

Notes of Decisions

Cited in 5 cases (2 in the last 5 years), 2015–2024 · 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 3× “(citing Iowa Code § 489.304 (2009)). Moreover, “[a] limited liability company is an entity distinct from its members.”

Keith Smith Co., Inc., plaintiff-appellee/cross-appellant v. Duane Bushman & Shirley Bushman, & Farmer Grown Poultry, LLC Duane Bushman Shirley Bushman Bushman Organic Grains, Inc. Bushman Organic Farms F/K/A Bushman Fam. Farms Bushman Organic Poultry & Organic Feed & Grains, LLC defendants/cross-appellees. (Iowa Ct. App. 2015). · cites it 5× “See Iowa Code § 489.304 (2) (“The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or…”

Ted A. Torstenson, Individually, & Toby T. Torstenson, Individually, plaintiffs/counterclaim v. Birchwood Est., L.L.C., defendant/counterclaim (Iowa Ct. App. 2017). · cites it 2× “In respect to piercing the corporate veil, the theory underlying the doctrine is that a “limited liability company is an entity distinct from its members,” Iowa Code § 489.”

Dutton, Daniels, Hines, Kalkhoff, Cook & Swanson, P.L.C. v. Iowa Dist. Court for Black Hawk Cnty. (Iowa Ct. App. 2022). · cites it 2× “Iowa Code § 489.304 (1) (2021). 17 Accordingly, we reverse the district court’s original award of sanctions.”

Greer v. Tailor Maid Servs., LLC (Iowa Ct. App. 2024). “§ 489.304 (shielding members and managers of LLCs from liability for the business’s dealings).”

— Iowa Code § 489.304(1) — 1 case

Keith Smith Co., Inc., plaintiff-appellee/cross-appellant v. Duane Bushman & Shirley Bushman, & Farmer Grown Poultry, LLC Duane Bushman Shirley Bushman Bushman Organic Grains, Inc. Bushman Organic Farms F/K/A Bushman Fam. Farms Bushman Organic Poultry & Organic Feed & Grains, LLC defendants/cross-appellees. (Iowa Ct. App. 2015). “See Iowa Code § 489.304 (2) (“The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or…”

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