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

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.…

1. A dissolved limited liability company shall wind up its activities and affairs, and except as otherwise provided in section 489.703 , the company continues after dissolution only for the purpose of winding up. 2. In winding up its activities and affairs, all of the following a…

1. A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company has become effective, the district court has entered an order under section 489.701, subsection 1 , paragraph “d” , dissolving the company, or the secretary of …

1. Except as otherwise provided in subsection 4 , a dissolved limited liability company may give notice of a known claim under subsection 2 , which has the effect provided in subsection 3 . 2. A dissolved limited liability company may in a record notify its known claimants of the…

1. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. 2. The notice under subsection 1 must meet all of the following requirements: a. Comply with any of …

1. A dissolved limited liability company that has published a notice under section 489.705 may file an application with the district court in the county where the company’s principal office is located or, if the principal office is not located in this state, where the office of i…

1. In winding up its activities and affairs, a limited liability company shall apply its assets to discharge the company’s obligations to creditors, including members that are creditors. 2. After a limited liability company complies with subsection 1 , any surplus must be distrib…

The secretary of state may commence a proceeding under section 489.709 to dissolve a limited liability company administratively, if any of the following apply: 1. The limited liability company does not pay within sixty days after they are due any fees, taxes, interest, or penalti…

1. If the secretary of state determines that one or more grounds exist under section 489.708 for dissolving a limited liability company, the secretary of state shall serve the company with written notice of such determination under section 489.119 . 2. If the limited liability co…

1. A limited liability company administratively dissolved under section 489.709 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must meet all of the following requirements: a. State the name of the limited…

1. If the secretary of state denies a limited liability company’s application for reinstatement following administrative dissolution, the secretary of state shall serve the company under section 489.119 with a written notice that explains the reason or reasons for denial. 2. The …

1. Subject to subsection 2 , a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or this…

A member may maintain a derivative action to enforce a right of a limited liability company, if the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they…

1. Except as otherwise provided in subsection 2 , a derivative action under section 489.802 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. 2. If the sole plaintiff in a derivative action die…

In a derivative action under section 489.802 , the complaint must state with particularity the date and content of the plaintiff’s demand and the response to the demand by the managers or other members. 2008 Acts, ch 1162, §69, 155 C2009, §489.904 2023 Acts, ch 152, §68, 143, 161…

1. If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company.…

1. Except as otherwise provided in subsection 2 , all of the following apply: a. Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff. b. If the plaintiff receives a…

1. The law of the jurisdiction of formation of a foreign limited liability company governs all of the following: a. The internal affairs of the foreign limited liability company. b. The liability of a member as member and manager as manager for a debt, obligation, or other liabil…

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 i…

1. To register to do business in this state, a foreign limited liability company shall deliver a foreign registration statement to the secretary of state for filing. The registration statement must be signed by the foreign company and state all of the following: a. The name of th…

A registered foreign limited liability company shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in any of the following: 1. Its name or alternate name. 2. Its jurisdiction of formation, unless its …

1. Activities of a foreign limited liability company that do not constitute doing business in this state for purposes of this subchapter include all of the following: a. Maintaining, defending, mediating, arbitrating, or settling a proceeding. b. Carrying on any activity concerni…

1. A foreign limited liability company whose name does not comply with section 489.112 shall not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 489.112 by filing a foreign regist…

1. A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the foreign limited liability company and state all of the following: a. The…

A registered foreign limited liability company that domesticates to a domestic limited liability company or converts to a domestic business corporation or domestic nonprofit corporation or any type of domestic filing entity or to a domestic limited liability partnership is deemed…

1. A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The st…

1. If a registered foreign limited liability company merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing a t…

1. The secretary of state may terminate the registration of a registered foreign limited liability company in the manner provided in subsections 2 and 3 , if any of the following applies: a. The foreign limited liability company does not pay within sixty days after they are due a…

The attorney general may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this chapter . 2008 Acts, ch 1162, §65, 155 C2009, §489.809 2023 Acts, ch 152, §66, 143, 161 C2024, §489.912