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

1. Except as otherwise provided in this chapter , permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. 2. Delivery to the secretary of state is effective only when a record is received by the secr…

In applying and construing this chapter , consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. 2008 Acts, ch 1162, §112, 155 C2009, §489.1301 2023 Acts, ch 152, §143, 161 C2024, §489.1201 Former §4…

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq., but does not modify, limit, or supersede section 101(c) of that Act, 15 U.S.C. §7001(c), or authorize electronic delivery of any of the no…

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2009. 2008 Acts, ch 1162, §114, 155 C2009, §489.1303 2013 Acts, ch 90, §145 ; 2023 Acts, ch 152, §143, 161 C2024, §489.1203 Former §489.1203 repealed by its own terms; 2019 Ac…

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provision…

1. For purposes of applying this chapter to a limited liability company formed before January 1, 2024, references in the limited liability company’s operating agreement to provisions in this chapter in effect before January 1, 2024, are deemed to be references to the comparable p…

The general assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal. 2023 Acts, ch 152, §20, 161

1. The secretary of state shall collect the following fees when documents described in this subsection are delivered to the secretary’s office for filing: a. Statement of rescission No fee b. Statement of withdrawal under section 489.208, subsection 1 No fee c. Certificate of org…

Upon the request of a filer of a document under this chapter , the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II . 2021 Acts, ch 165, §256 C2022, §489.205A 2023 Acts, ch 152, §143, 161 C2024, §489.122A Refe…

This subchapter may be cited as the “Uniform Protected Series Act” . 2019 Acts, ch 26, §1, 41 ; 2023 Acts, ch 152, §126, 161 Referred to in §489.101

As used in this subchapter , unless the context otherwise requires: 1. “Asset” means any of the following: a. Property in which a series limited liability company or protected series has rights. b. Property as to which the company or protected series has the power to transfer rig…

A protected series of a series limited liability company is a person distinct from all of the following: 1. The company, subject to section 489.14104, subsection 3 , section 489.14501, subsection 1 , and section 489.14502, subsection 4 . 2. Another protected series of the company…

1. A protected series of a series limited liability company has the capacity to sue and be sued in its own name. 2. Except as otherwise provided in subsections 3 and 4 , a protected series of a series limited liability company has the same powers and purposes as the company. 3. A…

The law of this state governs all of the following: 1. The internal affairs of a protected series of a series limited liability company, including all of the following: a. Relations among any associated members of the protected series. b. Relations among the protected series and …

1. Except as otherwise provided in this section and subject to sections 489.14107 and 489.14108 , the operating agreement of a series limited liability company governs all of the following: a. The internal affairs of a protected series, including all of the following: (1) Relatio…

1. An operating agreement shall not vary the effect of any of the following: a. This section . b. Section 489.14103 . c. Section 489.14104, subsection 1 . d. Section 489.14104, subsection 2 , to provide a protected series a power beyond the powers this chapter provides a limited …

1. Except as otherwise provided in subsection 2 and section 489.14107 , the following rules apply in applying section 489.14106 , section 489.14304, subsections 3 and 6 , section 489.14501, subsection 4 , paragraph “a” , section 489.14502, subsection 1 , and section 489.14503, su…

1. With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series. 2. To establish a protected series, a limited liability company shall deliver to the secretary of state for filing a protected series designation, …

1. Except as otherwise provided in subsection 2 , the name of a protected series must comply with section 489.112 . 2. The name of a protected series of a series limited liability company must do all of the following: a. Begin with the name of the company, including any word or a…

1. The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company. 2. Before delivering a protected series designation to the secretary of state for filing, a limited liability company shall…

1. A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by any of the following: a. Serving the company. b. Serving the registered agent of the protected series. c. Other means authoriz…

1. On request of any person, the secretary of state shall issue a certificate of existence for a protected series of a series limited liability company or a certificate of authority for a foreign protected series in the following circumstances: a. In the case of a protected serie…

1. In the biennial report required by section 489.212 , a series limited liability company shall include the name of each protected series of the company for which all of the following apply: a. For which the company has previously delivered to the secretary of state for filing a…

1. Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company. 2. An asset of a protected series of a series limited liability company is an associated asset…

1. Only a member of a series limited liability company may be an associated member of a protected series of the company. 2. A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure e…

1. A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company. 2. If a protected series of a series limited liability company has no associated members…

1. A protected series may have more than one protected-series manager. 2. If a protected series has no associated members, the series limited liability company is the protected-series manager. 3. Section 489.14108 applies to determine any duties of a protected-series manager of a…

1. A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a ma…

1. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of any of the following: a. A protected series of a series limited liability company solely by reason of being or acting as any of the following: (1)…

1. Except as otherwise provided in subsection 2 , a claim seeking to disregard a limitation in section 489.14401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liab…

Section 489.503 applies to a judgment creditor of any of the following: 1. An associated member or protected-series transferee of a protected series. 2. A series limited liability company, to the extent the company owns a protected-series transferable interest of a protected seri…

1. As used in this section : a. “Enforcement date” means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected series in an action seeking to enforce under this section a claim against an asset of the company or protect…

A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on any of the following: 1. Dissolution of the company. 2. Occurrence of an event or circumstance the operating agreement states causes dissolution of the …

1. Subject to subsections 2 and 3 and in accordance with section 489.14108 all of the following apply: a. A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under sections 4…

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…