Iowa Code

Iowa Code § 489.403 (2026)

Liability for contributions

✓ current as of July 2026

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1. A person’s obligation to make a contribution to a limited liability company is not excused by the person’s death, disability, termination, or other inability to perform personally.

2. If a person does not fulfill an obligation to make a contribution other than money, the \n Tue Dec 09 22:07:31 2025 Iowa Code 2026, Chapter 489 (303, 2) §489.403, UNIFORM LIMITED LIABILITY COMPANY ACT 26\n\nperson is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution which has not been made.

3. The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection 1 without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.

4. An operating agreement may provide that the interest of any member who fails to make a contribution that the member is obligated to make is subject to specified penalties for, or specified consequences of, such failure. The penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating the member’s interest to that of a nondefaulting member, a forced sale of the member’s interest, forfeiture of the member’s interest, the lending by other members of the amount necessary to meet the member’s commitment, a fixing of the value of the member’s interest by appraisal or by formula and redemption, or sale of the member’s interest at such value or other penalty or consequence. 2008 Acts, ch 1162, §33, 155; 2023 Acts, ch 152, §37, 161 Referred to in §489.502 \n

Notes of Decisions

Cited in 2 cases, 2015–2017 · 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 6× “Citing Iowa Code section 489.403 (2014), the court further held TL was responsible for reimbursement or equalization of capital contributions or expenses paid by CID and CID’s members and the Torstensons were liable by way of piercing the corporate veil.”

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 2× “2d 805, 809 (Iowa 1978); see Iowa Code § 489.403 (1) (providing a “person’s obligation to make a contribution[10] to a limited liability company is not excused by the person’s death, disability, or other inability to perform personally.”

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