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

Iowa Code § 489.401 (2026)

Becoming member

✓ current as of July 2026
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1. If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.

2. If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.

3. After formation of a limited liability company, a person becomes a member according to any of the following:

a. As provided in the operating agreement.

b. As the result of a transaction effective under subchapter X.

c. With the affirmative vote or consent of all the members.

d. As provided in section 489.701, subsection 1, paragraph “c”.

4. A person may become a member without any of the following:

a. Acquiring a transferable interest.

b. Making or being obligated to make a contribution to the limited liability company. 2008 Acts, ch 1162, §31, 155; 2009 Acts, ch 41, §146; 2023 Acts, ch 152, §35, 161 Referred to in §489.102, 489.109 \n

Notes of Decisions
Cited in 4 cases (2 in the last 5 years), 2017–2025 · leading case: Ted A. Torstenson, Individually, & Toby T. Torstenson, Individually, plaintiffs/counterclaim v. Birchwood Est., L.L.C., defendant/counterclaim (Iowa Ct. App. 2017).
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Ted A. Torstenson, Individually, & Toby T. Torstenson, Individually, plaintiffs/counterclaim v. Birchwood Est., L.L.C., defendant/counterclaim (Iowa Ct. App. 2017). · cites it 4× “See Iowa Code § 489.401 (5) (“A person may become a member without .”
Daniel Felt & Susan Kern v. David Felt & Felt Farms LLC (Iowa Ct. App. 2019). · cites it 4× “Iowa Code § 489.401 (4). “A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.”
Hunter Three Farms, LLC v. Richard Hunter, individually & as a member of Hunter Three Farms, LLC (Iowa 2025). · cites it 3× “, Iowa Code §§ 489.401 (4)(c) (“After formation of a limited liability company, a person becomes a member .”
Sharon L. Kellogg v. Brian Kellogg, Derek Day, Diane M. Kellogg & D&K Ranch, L.C. (Iowa Ct. App. 2024). · cites it 2× “2023 update) [hereinafter Doré]; accord Iowa Code § 489.401 (4)(c). The other members of D & K Ranch did not consent to Sharon becoming a member of the company.”
— Iowa Code § 489.401(4)(c) — 1 case
Hunter Three Farms, LLC v. Richard Hunter, individually & as a member of Hunter Three Farms, LLC (Iowa 2025). “, Iowa Code §§ 489.401 (4)(c) (“After formation of a limited liability company, a person becomes a member .”
— Iowa Code § 489.401(5) — 1 case
Daniel Felt & Susan Kern v. David Felt & Felt Farms LLC (Iowa Ct. App. 2019). “Iowa Code § 489.401 (4). “A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.”
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