Iowa Code

Iowa Code § 489.701 (2026)

Events causing dissolution

✓ current as of July 2026

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1. A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:

a. An event or circumstance that the operating agreement states causes dissolution.

b. The affirmative vote or consent of all the members.

c. After the limited liability company has at least one member, that member and any other member dissociate, and ninety consecutive days pass during which the company has no members, unless before the end of the period all of the following apply:

(1) Consent to admit at least one specified person as a member is given by transferees \n Tue Dec 09 22:07:31 2025 Iowa Code 2026, Chapter 489 (303, 2) 37 UNIFORM LIMITED LIABILITY COMPANY ACT, §489.702\n\nowning the rights to receive a majority of distributions as transferees at the time the consent is to be effective.

(2) At least one person becomes a member in accordance with the consent.

d. On application by a member, the entry by the district court of an order dissolving the limited liability company on the grounds that any of the following applies:

(1) The conduct of all or substantially all the limited liability company’s activities and affairs is unlawful.

(2) It is not reasonably practicable to carry on the limited liability company’s activities and affairs in conformity with the certificate of organization and the operating agreement.

(3) The managers or those members in control of the limited liability company conduct themselves according to any of the following:

(a) Have acted, are acting, or will act in a manner that is illegal or fraudulent.

(b) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.

e. The signing and filing of a statement of administrative dissolution by the secretary of state under section 489.708.

2. In a proceeding brought under subsection 1, paragraph “d”, subparagraph (3), the district court may order a remedy other than dissolution. 2008 Acts, ch 1162, §49, 155; 2023 Acts, ch 152, §53, 161 Referred to in §489.105, 489.109, 489.401, 489.702, 489.703\n\n 489.701A Rescinding dissolution. Transferred to §489.703; 2023 Acts, ch 152, §143, 161. \n

Notes of Decisions

Cited in 9 cases (5 in the last 5 years), 2015–2026 · leading case: Afshar v. WMG, L.C., 310 F.R.D. 408 (N.D. Iowa 2015).

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Afshar v. WMG, L.C., 310 F.R.D. 408 (N.D. Iowa 2015). · cites it 12× “She notes that her proposed Count *411 VI seeks WMG’s dissolution for two distinct reasons: (a) oppressive conduct pursuant to Iowa Code § 489.701 (l)(d)(2) and (b) deadlock pursuant to Iowa Code § 489.”

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). · cites it 11× “701(2), 14 Iowa Code section 489.701(1) provides: A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: .”

Tracy Barkalow, TSB Holdings, LLC, & Big Ten Prop. Mgmt. LLC, Appellees/Cross-Appellants v. Bryan Clark & Jeffrey Clark, Joseph Clark (Iowa 2021). · cites it 10× “” Iowa Code § 489.701 (d)(2) (2017). For these reasons, we affirm the judgment of the district court, except to the extent it ordered judicial dissolution and, as part of dissolution, reclassification of member capital contributions as debt.”

McFadden v. Baldwin (Iowa Ct. App. 2019). · cites it 4× “” 3 Iowa Code section 489.701 provides: 1. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: .”

Daniel Felt & Susan Kern v. David Felt & Felt Farms LLC (Iowa Ct. App. 2019). · cites it 3× “See Iowa Code § 489.701 . A. Before Richard’s death.”

Carolyn R. Morse & Elaine v. Greer, Individually & in Their Capacity as Members of Rosendahl Investments, L.L.C., & Rosendahl Investments, L.L.C. v. Nels M. Rosendahl, Individually & in His Capacity as a Member of Rosendahl Investments, L.L.C. (Iowa Ct. App. 2016). · cites it 2× “” Iowa Code § 489.701 (1)(e)(2). The district court found, “Dissolution as requested by Nels in his counterclaim is not supported by this record.”

Motter v. All the Cats, LLC (Iowa Ct. App. 2024). · cites it 2× “Although judicial dissolutions under Iowa Code section 489.701(e)(2) (2020) are equitable in nature, Barkalow v.”

Tracy Barkalow v. Jeffrey Clark, Bryan Clark, Joseph Clark, & Outside Props., LLC (Iowa Ct. App. 2026). · cites it 2× “at 423 (“Dissolution under Iowa Code section 489.701(d)(2) is not a wide-ranging mechanism for doing equity, but a drastic remedy to be ordered when an LLC is truly in an unmovable logjam or cannot as a practical matter carry on its contracted purpose.”

Sharon L. Kellogg v. Brian Kellogg, Derek Day, Diane M. Kellogg & D&K Ranch, L.C. (Iowa Ct. App. 2024). “Sharon does not rely on any other theory to support her request to vacate the deed transferring the farm to Brian as below value, aside from her claim that the court “erred in failing to consider [her] oppression claim.”

— Iowa Code § 489.701(1) — 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). “701(2), 14 Iowa Code section 489.701(1) provides: A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: .”

— Iowa Code § 489.701(1)(c) — 1 case

Daniel Felt & Susan Kern v. David Felt & Felt Farms LLC (Iowa Ct. App. 2019). “See Iowa Code § 489.701 . A. Before Richard’s death.”

— Iowa Code § 489.701(1)(d) — 1 case

McFadden v. Baldwin (Iowa Ct. App. 2019). “” 3 Iowa Code section 489.701 provides: 1. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: .”

— Iowa Code § 489.701(1)(e) — 2 cases

— Iowa Code § 489.701(2) — 1 case

— Iowa Code § 489.701(d)(2) — 2 cases

Tracy Barkalow, TSB Holdings, LLC, & Big Ten Prop. Mgmt. LLC, Appellees/Cross-Appellants v. Bryan Clark & Jeffrey Clark, Joseph Clark (Iowa 2021). “” Iowa Code § 489.701 (d)(2) (2017). For these reasons, we affirm the judgment of the district court, except to the extent it ordered judicial dissolution and, as part of dissolution, reclassification of member capital contributions as debt.”

Tracy Barkalow v. Jeffrey Clark, Bryan Clark, Joseph Clark, & Outside Props., LLC (Iowa Ct. App. 2026). “at 423 (“Dissolution under Iowa Code section 489.701(d)(2) is not a wide-ranging mechanism for doing equity, but a drastic remedy to be ordered when an LLC is truly in an unmovable logjam or cannot as a practical matter carry on its contracted purpose.”

— Iowa Code § 489.701(e)(2) — 2 cases

Motter v. All the Cats, LLC (Iowa Ct. App. 2024). “Although judicial dissolutions under Iowa Code section 489.701(e)(2) (2020) are equitable in nature, Barkalow v.”

— Iowa Code § 489.701(l)(d)(2) — 1 case

Afshar v. WMG, L.C., 310 F.R.D. 408 (N.D. Iowa 2015). “She notes that her proposed Count *411 VI seeks WMG’s dissolution for two distinct reasons: (a) oppressive conduct pursuant to Iowa Code § 489.701 (l)(d)(2) and (b) deadlock pursuant to Iowa Code § 489.”

— Iowa Code § 489.701(l)(e)(2) — 1 case

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