§ 489.102 — Definitions

Iowa § 489.102

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 489: UNIFORM LIMITED LIABILITY COMPANY ACT

Text

As used in this chapter, unless the context otherwise requires:
1. “Certificateoforganization”meansthecertificaterequiredbysection489.201. Theterm
includes the certificate as amended or restated.
2. “Contribution”, except in the phrase “right of contribution”, means property or a benefit
described in section 489.402 which is provided by a person to a limited liability company to
become a member or in the person’s capacity as a member.
3. “Debtor in bankruptcy” means a person that is the subject of any of the following:
a. An order for relief under Tit. 11 of the United States Code or a comparable order under
a successor statute of general application.
b. A comparable order under federal, state, or foreign law governing insolvency.
4. “Deliver” or “delivery” means any method of delivery used in conventional commercial
practice, including delivery by hand, mail, commercial delivery, and if authorized in
accordance with section 489.120, by electronic transmission.
5. “Distribution” means a transfer of money or other property from a limited liability
company to a person on account of a transferable interest or in the person’s capacity as a
member.
a. “Distribution” includes all of the following:
(1) A redemption or other purchase by a limited liability company of a transferable
interest.
(2) A transfer to a member in return for the member’s relinquishment of any right to
participate as a member in the management or conduct of the limited liability company’s
activities and affairs or to have access to records or other information concerning the
company’s activities and affairs.
b. “Distribution” does not include amounts constituting reasonable compensation for
present or past service or payments made in the ordinary course of business under a bona
fide retirement plan or other bona fide benefits program.
6. “Domesticcooperative”meansanentityorganizedonacooperativebasisunderchapter
497, 498, or 499, a cooperative organized under chapter 499A, or a cooperative organized
under chapter 501 or 501A.
7. “Electronic” means relating to technology having electrical, digital, magnetic, wireless,
optical, electromagnetic, or similar capabilities.
8. “Electronic transmission” or “electronically transmitted” means any form or process
of communication not directly involving the physical transfer of paper or another tangible
medium that is all of the following:
a. Suitable for the retention, retrieval, and reproduction of information by the recipient.
b. Retrievable in paper form by the recipient through an automated process used in
conventional commercial practice.
9. “Filingentity”meansanunincorporatedentity,otherthanalimitedliabilitypartnership,
that is of a type that is created by filing a public organic record or is required to file a public
organic record that evidences its creation.
10. “Foreign limited liability company” means an unincorporated entity formed under the
law of a jurisdiction other than this state which would be a limited liability company if formed
under the law of this state.

11. “Jurisdiction”, used to refer to a political entity, means the United States, a state, a
foreign country, or a political subdivision of a foreign country.
12. “Jurisdiction of formation” means the jurisdiction whose law governs the internal
affairs of an entity.
13. “Limited liability company”, except in the phrase “foreign limited liability company”
and in subchapter X, means an entity formed under this chapter or which becomes subject
to this chapter under subchapter X or section 489.1207.
14. “Manager” means a person that under the operating agreement of a
manager-managed limited liability company is responsible, alone or in concert with others,
for performing the management functions stated in section 489.407, subsection 3.
15. “Manager-managed limited liability company” means a limited liability company that
qualifies under section 489.407, subsection 1.
16. “Member” means a person for whom all of the following are true:
a. The person has become a member of a limited liability company under section 489.401
or was a member in a limited liability company when the company became subject to this
chapter under section 489.1207.
b. The person is not dissociated under section 489.602.
17. “Member-managed limited liability company” means a limited liability company that
is not a manager-managed limited liability company.
18. “Nonfiling entity” means an unincorporated entity that is of a type that is not created
by filing a public organic record.
19. “Operating agreement” means the agreement, whether or not referred to as an
operating agreement and whether oral, implied, in a record, or in any combination thereof,
of all the members of a limited liability company, including a sole member, concerning the
matters described in section 489.105, subsection 1. The term includes the agreement as
amended or restated.
20. “Organizer” means a person that acts under section 489.201 to form a limited liability
company.
21. a. “Person” means an individual, business corporation, nonprofit corporation,
partnership, limited partnership, limited liability company, domestic cooperative,
unincorporated nonprofit association, statutory trust, business trust, common-law
business trust, estate, trust, association, joint venture, public corporation, government or
governmentalsubdivision, agency, orinstrumentality, oranyotherlegalorcommercialentity.
b. “Person”includesaprotectedseries, howeverdenominated, ofanentityiftheprotected
series is established under law that limits, or limits if conditions specified under law are
satisfied, the ability of a creditor of the entity or of any other protected series of the entity to
satisfy a claim from assets of the protected series.
22. “Principal office” means the principal executive office of a limited liability company or
foreign limited liability company, whether or not the office is located in this state.
23. “Property” means all property, whether real, personal, or mixed or tangible or
intangible, or any right or interest therein.
24. “Record”, used as a noun, means information that is inscribed on a tangible medium
or that is stored in an electronic or other medium and is retrievable in perceivable form.
25. “Registered agent” means an agent of a limited liability company or foreign limited
liability company which is authorized to receive service of any process, notice, or demand
required or permitted by law to be served on the company.
26. “Registered foreign limited liability company” means a foreign limited liability
company that is registered to do business in this state pursuant to a statement of registration
filed by the secretary of state.
27. “Sign” means, with present intent to authenticate or adopt a record, to do any of the
following:
a. Execute or adopt a tangible symbol.
b. Attach to or logically associate with the record an electronic symbol, sound, or process.
28. “State” means a state of the United States, the District of Columbia, Puerto Rico, the
United States Virgin Islands, or any territory or insular possession subject to the jurisdiction
of the United States.

29. “Transfer” includes any of the following:
a. An assignment.
b. A conveyance.
c. A sale.
d. A lease.
e. An encumbrance, including a mortgage or security interest.
f. A gift.
g. A transfer by operation of law.
30. a. “Transferable interest” means the right, as initially owned by a person in the
person’s capacity as a member, to receive distributions from a limited liability company,
whether or not the person remains a member or continues to own any part of the right.
b. “Transferable interest” applies to any fraction of the interest, by whomever owned.
31. a. “Transferee” means a person to which all or part of a transferable interest has been
transferred, whether or not the transferor is a member.
b. “Transferee” includes a person that owns a transferable interest under section 489.603,
subsection 1, paragraph “c”.