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

Iowa Code § 489.902 (2026)

Registration to do business in this state

✓ current as of July 2026
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1. A foreign limited liability company shall not do business in this state until it registers with the secretary of state under this chapter.

2. A foreign limited liability company doing business in this state shall not maintain a proceeding in any court of this state until it is registered to do business in this state.

3. The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the foreign company or preclude it from defending a proceeding in this state.

4. A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the foreign company does business in this state without registering.

5. Section 489.901, subsection 1, applies even if a foreign limited liability company fails to register under this subchapter. 2023 Acts, ch 152, §77, 143, 161 Former §489.902 transferred to §489.802; 2023 Acts, ch 152, §143, 161 \n

Notes of Decisions
Cited in 4 cases (3 in the last 5 years), 2017–2026 · leading case: Mary Batinich as Pers. Rep. of the Est. of Alex Batinich v. Arthur Renander v. Jacqueline Zara Renander & Rai, LLC (Iowa Ct. App. 2017).
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Mary Batinich as Pers. Rep. of the Est. of Alex Batinich v. Arthur Renander v. Jacqueline Zara Renander & Rai, LLC (Iowa Ct. App. 2017). · cites it 13× “” However, Renander ignores subsection (2) of section 489.902, which excuses the member from making such demands of the LLC if they “would be futile.”
Hunter Three Farms, LLC v. Richard Hunter, individually & as member of Hunter Three Farms, LLC (Iowa Ct. App. 2024). · cites it 8× “See Iowa Code § 489.902 (1) (2021); cf. Guge v.”
Tony Dassan v. Sudha Maharaj, Fairfield Hosp., LLC & DJP Holdings, LLC (Iowa Ct. App. 2026). · cites it 6× “The 2023 version of the pleading statute required that: In a derivative action under section 489.902, the complaint must state with particularity any of the following: 1.”
Joseph Goche v. WMG, L.C. (Iowa 2022). · cites it 2× “Accordingly, an indemnity clause in a contract cannot be used to shift attorney fees between the parties ‘unless the language of the “This subsection’s language is very broad and authorizes an LLC to purchase insurance to cover, e.”
— Iowa Code § 489.902(1) — 1 case
Mary Batinich as Pers. Rep. of the Est. of Alex Batinich v. Arthur Renander v. Jacqueline Zara Renander & Rai, LLC (Iowa Ct. App. 2017). “” However, Renander ignores subsection (2) of section 489.902, which excuses the member from making such demands of the LLC if they “would be futile.”
— Iowa Code § 489.902(2) — 2 cases
Mary Batinich as Pers. Rep. of the Est. of Alex Batinich v. Arthur Renander v. Jacqueline Zara Renander & Rai, LLC (Iowa Ct. App. 2017). “” However, Renander ignores subsection (2) of section 489.902, which excuses the member from making such demands of the LLC if they “would be futile.”
Hunter Three Farms, LLC v. Richard Hunter, individually & as member of Hunter Three Farms, LLC (Iowa Ct. App. 2024). “See Iowa Code § 489.902 (1) (2021); cf. Guge v.”
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