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

1. A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. 2. A domestic acquired limited liability company may approve an amendment of a plan of interest exchange according to any of the following: a. …

1. A statement of interest exchange must be signed by a domestic acquired limited liability company and delivered to the secretary of state for filing. 2. A statement of interest exchange must contain all of the following: a. The name of the acquired limited liability company. b.…

1. When an interest exchange in which the acquired entity is a domestic limited liability company becomes effective, all of the following apply: a. The interests in the acquired limited liability company which are the subject of the interest exchange are converted, and the member…

The law of this state governs all of the following: 1. The internal affairs of a limited liability company. 2. The liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company. 2008 Acts, ch 1162, §6, 155 C2009…

1. By complying with this part , a domestic limited liability company may become any of the following: a. A domestic entity that is a different type of entity. b. A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity…

1. A domestic limited liability company may convert to a different type of entity under this part by approving a plan of conversion. The plan must be in a record and contain all of the following: a. The name of the converting limited liability company. b. The name, jurisdiction o…

1. A plan of conversion is not effective unless it has been approved according to all of the following: a. By a domestic converting limited liability company, by all the members of the limited liability company entitled to vote on or consent to any matter. b. In a record, by each…

1. A plan of conversion of a domestic converting limited liability company may be amended according to any of the following: a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. b. By its managers or members in th…

1. A statement of conversion must be signed by the converting entity and delivered to the secretary of state for filing. 2. A statement of conversion must contain all of the following: a. The name, jurisdiction of formation, and type of entity of the converting entity. b. The nam…

1. When a conversion becomes effective all of the following apply: a. The converted entity is any of the following: (1) Organized under and subject to the organic law of the converted entity. (2) The same entity without interruption as the converting entity. b. All property of th…

1. Except as otherwise provided in subsections 3 and 4 , the operating agreement governs all of the following: a. Relations among the members as members and between the members and the limited liability company. b. The rights and duties under this chapter of a person in the capac…

1. By complying with this part , a domestic limited liability company may become a foreign limited liability company if the domestication is authorized by the law of the foreign jurisdiction. 2. By complying with the provisions of this part applicable to foreign limited liability…

1. A domestic limited liability company may become a foreign limited liability company in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following: a. The name of the domesticating limited liability company. b. The name a…

1. A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved according to any of the following: a. By all the members entitled to vote on or consent to any matter. b. In a record, by each member that will have inter…

1. A plan of domestication of a domestic domesticating limited liability company may be amended according to any of the following: a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. b. By its managers or members…

1. A statement of domestication must be signed by the domesticating limited liability company and delivered to the secretary of state for filing. 2. A statement of domestication must contain all of the following: a. The name and jurisdiction of formation of the domesticating limi…

1. When a domestication becomes effective, all of the following apply: a. The domesticated entity is all of the following: (1) Organized under and subject to the organic law of the domesticated entity. (2) The same entity without interruption as the domesticating entity. b. All p…

1. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. 2. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.…

1. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specifie…

1. A limited liability company is an entity distinct from its member or members. 2. A limited liability company may have any lawful purpose, regardless of whether for profit. 3. A limited liability company has perpetual duration. 2008 Acts, ch 1162, §4, 155 C2009, §489.104 2023 A…

1. Except as otherwise provided in subsection 2 , a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs. 2. Until a limited liability company has or has had at …

As used in this subchapter , unless the context otherwise requires: 1. “Employee” or “agent” does not include a clerk, stenographer, secretary, bookkeeper, technician, or other person who is not usually and ordinarily considered by custom and practice to be practicing a professio…

1. A professional limited liability company shall be organized only for the purpose of engaging in the practice of one specific profession, or two or more specific professions which could lawfully be practiced in combination by a licensed individual or a partnership of licensed i…

The name of a professional limited liability company, the name of a foreign professional limited liability company or its name as modified for use in this state, and any fictitious name or trade name adopted by a professional limited liability company or foreign professional limi…

One or more individuals having capacity to contract and licensed to practice a profession in this state in which the professional limited liability company is to be authorized to practice, may organize a professional limited liability company. 2008 Acts, ch 1162, §90, 155

1. Notwithstanding any other statute or rule of law, a professional limited liability company may practice a profession, but may do so in this state only through a member, manager, employee, or agent, who is licensed to practice the same profession in this state. In its practice …

A professional limited liability company shall not be required to register with or to obtain any license, registration, certificate, or other legal authorization from a regulating board in order to practice a profession. Except as provided in this section , this subchapter does n…

This subchapter does not modify any law applicable to the relationship between an individual practicing a profession and a person receiving professional services, including but not limited to any liability arising out of such practice or any law respecting privileged communicatio…

An interest of a professional limited liability company shall be issued only to an individual who is licensed to practice in any state a profession which the professional limited liability company is authorized to practice. Interests of a professional limited liability company sh…

A member or other person shall not make a voluntary assignment of an interest in a professional limited liability company to any person, except to the professional limited liability company or to an individual who is licensed to practice in this state a profession which the limit…

Unless displaced by particular provisions of this chapter , the principles of law and equity supplement this chapter . 2008 Acts, ch 1162, §7, 155 C2009, §489.107 2023 Acts, ch 152, §143 C2024, §489.111 Former §489.111 transferred to §489.106 ; 2023 Acts, ch 152, §143, 161

A professional limited liability company shall not create or issue any interest convertible into an interest of the professional limited liability company. The provisions of this subchapter with respect to the issuance and transfer of interests apply to the creation, issuance, an…

A member of a professional limited liability company shall not create or enter into a voting trust or any other agreement conferring upon any other person the right to vote or otherwise represent any interests of a professional limited liability company, and no such voting trust …

1. Notwithstanding any other statute or rule of law, a professional limited liability company shall purchase its own interests as provided in this section ; and a member of a professional limited liability company and the member’s executor, administrator, legal representative, an…

Each certificate representing an interest of a professional limited liability company shall state in substance that the certificate represents an interest in a professional limited liability company and is not transferable except as expressly provided in this subchapter and in th…

1. All managers of a professional limited liability company shall at all times be individuals who are licensed to practice a profession in this state or a lawful combination of professions pursuant to section 489.1102 , which the limited liability company is authorized to practic…

A professional limited liability company shall not merge with any entity except another professional limited liability company subject to this subchapter or a professional corporation subject to chapter 496C . Merger is not permitted unless the surviving or new professional limit…

A violation of any provision of this subchapter by a professional limited liability company or any of its members or managers shall be cause for its involuntary dissolution, or liquidation of its assets and business by the district court. Upon the death of the last remaining memb…

1. A foreign professional limited liability company may practice a profession in this state if it complies with the provisions of this subchapter . The secretary of state may prescribe forms for this purpose. A foreign professional limited liability company may practice a profess…

This subchapter does not apply to or interfere with the practice of any profession by or through any professional limited liability company organized after July 1, 1992, under any other law of this state or any other state or country, if the practice is lawful under any other sta…

A professional limited liability company may elect to no longer be a professional limited liability company but continue its existence as a limited liability company by filing with the secretary of state an amendment to or restatement of its certificate of organization that state…

1. The name of a limited liability company must contain the phrase “limited liability company” or “limited company” or the abbreviation “L. L. C.”, “LLC”, “L. C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. 2. Except as otherwise p…

Conflicts with other provisions of this chapter . The provisions of this subchapter shall prevail over any inconsistent provisions of this chapter . 2008 Acts, ch 1162, §105, 155 C2009, §489.1119 2023 Acts, ch 152, §122, 143, 161 C2024, §489.1120

1. A person may reserve the exclusive use of a name that complies with section 489.112 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds …

1. A foreign limited liability company not registered to do business in this state under subchapter IX may register its name, or an alternate name adopted pursuant to section 489.906 , if the name is distinguishable on the records of the secretary of state from the names that are…

1. Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited liability company or registered foreign limited li…