This text of Iowa § 489.1033 (Approval of interest exchange) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
1. A plan of interest exchange is not effective unless it has been approved according to all
of the following:
a. By all the members of a domestic acquired limited liability company entitled to vote on
or consent to any matter.
b. In a record, by each member of the domestic acquired limited liability company that
will have interest holder liability for debts, obligations, and other liabilities that are incurred
after the interest exchange becomes effective, unless all of the following apply:
(1)The operating agreement of the limited liability company provides in a record for the
approval of an interest exchange or a merger in which some or all of its members become
subject to interest holder liability by the affirmative vote or consent of fewer than all the
members.
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1. A plan of interest exchange is not effective unless it has been approved according to all
of the following:
a. By all the members of a domestic acquired limited liability company entitled to vote on
or consent to any matter.
b. In a record, by each member of the domestic acquired limited liability company that
will have interest holder liability for debts, obligations, and other liabilities that are incurred
after the interest exchange becomes effective, unless all of the following apply:
(1) The operating agreement of the limited liability company provides in a record for the
approval of an interest exchange or a merger in which some or all of its members become
subject to interest holder liability by the affirmative vote or consent of fewer than all the
members.
(2) The member consented in a record to or voted for that provision of the operating
agreement or became a member after the adoption of that provision.
2. An interest exchange involving a domestic acquired entity that is not a limited liability
company is not effective unless it is approved by the domestic entity in accordance with its
organic law.
3. An interest exchange involving a foreign acquired entity is not effective unless it is
approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction
of formation.
4. Except as otherwise provided in its organic law or organic rules, the interest holders of
the acquiring entity are not required to approve the interest exchange.