Iowa Code

Iowa Code § 489.404 (2026)

Sharing of and right to distributions before dissolution

✓ current as of July 2026
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1. Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under section 489.502 and any charging order in effect under section 489.503.

2. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the limited liability company decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution.

3. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in section 489.707, subsection 4, a limited liability company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions.

4. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company’s obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made. 2008 Acts, ch 1162, §34, 155; 2023 Acts, ch 152, §38, 161 \n

Notes of Decisions
Cited in 2 cases (2 in the last 5 years), 2021–2024 · leading case: South Constr. & Insulation, LLC v. Iowa Workforce Dev. (Iowa Ct. App. 2024).
South Constr. & Insulation, LLC v. Iowa Workforce Dev. (Iowa Ct. App. 2024). · cites it 2× “” Iowa Code § 489.404 (1) (emphasis added).”
Eveline Johnson, individually & in her capacity as of the Est. of Gregory Alan Somers v. Dennis D. Somers & Somers Farm, LLC, an Iowa Ltd. Liab. Co. (Iowa Ct. App. 2021). “§ 489.404(4). 13 Section 489.503(1) provides, in part, “On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment.”
— Iowa Code § 489.404(4) — 1 case
Eveline Johnson, individually & in her capacity as of the Est. of Gregory Alan Somers v. Dennis D. Somers & Somers Farm, LLC, an Iowa Ltd. Liab. Co. (Iowa Ct. App. 2021). “§ 489.404(4). 13 Section 489.503(1) provides, in part, “On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment.”
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