Title XII, BUSINESS ENTITIES (Ch. 486 - 504C)

If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability company that voluntarily dissolved rescinds its dissolution both of the following apply: 1. Each protected series of the company ceases winding up. 2. The p…

As used in this part: 1. “After a merger” or “after the merger” means when a merger under section 489.14604 becomes effective and afterwards. 2. “Before a merger” or “before the merger” means before a merger under section 489.14604 becomes effective. 3. “Continuing protected seri…

A protected series shall not do any of the following: 1. Be an acquiring, acquired, converting, converted, merging, or surviving entity. 2. Participate in a domestication. 3. Be a party to or be formed, organized, established, or created in a transaction substantially like a merg…

A series limited liability company shall not be any of the following: 1. An acquiring, acquired, converting, converted, domesticating, or domesticated entity. 2. Except as otherwise provided in section 489.14604 , a party to or the surviving company of a merger. 2019 Acts, ch 26,…

A series limited liability company may be party to a merger in accordance with subchapter X, parts 1 and 2 , this section , and sections 489.14605 through 489.14608 only if all of the following apply: 1. Each other party to the merger is a limited liability company. 2. The surviv…

In a merger under section 489.14604 , the plan of merger must do all of the following: 1. Comply with subchapter X, parts 1 and 2 . 2. State in a record all of the following: a. For any protected series of a nonsurviving company, whether after the merger the protected series will…

In a merger under section 489.14604 , the statement of merger must do all of the following: 1. Comply with subchapter X, parts 1 and 2 . 2. Include as an attachment the following records, each to become effective when the merger becomes effective upon any of the following: a. For…

When a merger under section 489.14604 becomes effective, in addition to the effects stated in section 489.1026 , all of the following apply: 1. As provided in the plan of merger, each protected series of each merging company which was established before the merger is any of the f…

1. A creditor’s right that existed under section 489.14404 immediately before a merger under section 489.14604 may be enforced after the merger in accordance with all of the following: a. A creditor’s right that existed immediately before the merger against the surviving company,…

The law of the jurisdiction of formation of a foreign series limited liability company governs all of the following: 1. The internal affairs of a foreign protected series of the company, including all of the following: a. Relations among any associated members of the foreign prot…

In determining whether a foreign series limited liability company or foreign protected series of the company does business in this state or is subject to the personal jurisdiction of the courts of this state all of the following apply: 1. The activities and affairs of the company…

1. Except as otherwise provided in this section and subject to sections 489.14402 and 489.14404 , the law of this state governing the filing of a certificate of authority of a foreign limited liability company to do business in this state, including the consequences of not comply…

1. Not later than thirty days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal of or located in this state or a tribunal of the United States located in this state all of the following apply: a. A foreign series limited liabili…

In applying and construing this subchapter , consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform protected series Act as approved and recommended by the national conference of commissione…

This subchapter does not affect an action commenced, proceeding brought, or right accrued before July 1, 2020. 2019 Acts, ch 26, §40, 41 ; 2023 Acts, ch 152, §141, 161

1. One or more persons may act as organizers to form a limited liability company by delivering to the secretary of state for filing a certificate of organization. 2. A certificate of organization must state all of the following: a. The name of the limited liability company, which…

1. A certificate of organization may be amended or restated at any time. 2. To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating all of the following: a. The name of the limited liability comp…

1. A record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: a. Except as otherwise provided in paragraphs “b” and “c” , a record signed by a limited liability company must be signed by a person authorized by the company. b. A lim…

1. If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the district court to order one or more of the following: a. The person to sign the…

1. If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from all of the following: a. A person …

1. To be filed by the secretary of state pursuant to this chapter , a record must be captioned to describe the record’s purpose, must be received by the secretary of state, must comply with this chapter , and must satisfy all of the following: a. The filing of the record must be …

Except as otherwise provided in section 489.117 and section 489.208 and subject to section 489.209, subsection 4 , a record filed under this chapter is effective as follows: 1. On the date and at the time of its filing by the secretary of state, as provided in section 489.210, su…

1. Except as otherwise provided in sections 489.1024 , 489.1034 , 489.1044 , and 489.1054 , a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal. 2. A statement…

1. A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if any of the following apply: a. The record at the time of filing was inaccurate. b. The record was defectively signed. c. The electronic transmission of the reco…

1. The secretary of state shall file a record delivered to the secretary of state for filing which satisfies this chapter . The duty of the secretary of state under this section is ministerial. 2. When the secretary of state files a record, the secretary of state shall record it …

1. On request of any person, the secretary of state shall issue a certificate of existence for a limited liability company or a certificate of registration for a registered foreign limited liability company. 2. A certificate of existence or certificate of registration under subse…

1. A limited liability company or a foreign limited liability company registered to do business in this state shall deliver to the secretary of state for filing a biennial report that states all of the following: a. The name of the company. b. The name of the registered agent and…

1. A member is not an agent of a limited liability company solely by reason of being a member. 2. A person’s status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person’s conduct. 2008 Ac…

1. A limited liability company may deliver to the secretary of state for filing a statement of authority. All of the following apply to the statement: a. It must include the name of the limited liability company and the name and street and mailing addresses of its registered agen…

A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that does all of the following: 1. Provides the name of the limited liability company and the caption of the statement of authori…

1. A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other …

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…

A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the company. 2008 Acts, ch 1162, §32, 155 ; 202…

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 perso…

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 …

1. A limited liability company shall not make a distribution, including a distribution under section 489.707 , if after the distribution any of the following applies: a. The limited liability company would not be able to pay its debts as they become due in the ordinary course of …

1. Except as otherwise provided in subsection 2 , if a member of a member-managed limited liability company or a manager of a manager-managed limited liability company consents to a distribution made in violation of section 489.405 and in consenting to the distribution fails to c…

1. A limited liability company is a member-managed limited liability company unless the operating agreement does any of the following: a. Expressly provides that any of the following apply: (1) The limited liability company is or will be “manager-managed”. (2) The limited liabili…

1. A transfer of an interest in real estate situated in this state held by a limited liability company or a registered foreign limited liability company authorized to do business in this state is subject to the provisions of this section . 2. a. In a member-managed limited liabil…

1. A limited liability company shall reimburse a member of a member-managed limited liability company or the manager of a manager-managed limited liability company for any payment made by the member or manager in the course of the member’s or manager’s activities on behalf of the…

1. A member of a member-managed limited liability company owes to the company and, subject to section 489.801, subsection 2 , the other members the fiduciary duties of loyalty and care stated in subsections 2 and 3 . 2. The fiduciary duty of loyalty of a member in a member-manage…

1. In a member-managed limited liability company, all of the following rules apply: a. On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the company rega…

A transferable interest is personal property. 2008 Acts, ch 1162, §41, 155

1. Subject to section 489.503, subsection 6 , for a transfer, in whole or in part, all of the following applies to a transferable interest: a. It is permissible. b. It does not by itself cause a person’s dissociation as a member or a dissolution and winding up of the limited liab…

1. 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. Except as otherwise provided in subsection 6 , a charging order constitutes …

If a member dies, the deceased member’s legal representative may exercise all of the following: 1. The rights of a transferee provided in section 489.502, subsection 3 . 2. For the purposes of settling the estate, the rights the deceased member had under section 489.410 . 2008 Ac…