§ 489.1112 — Required purchase by professional limited liability company of its own interests

Iowa § 489.1112

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

Text

interests.
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, and successors in interest, shall sell and transfer the interests held by them
as provided in this section.
2. Upon the death of a member, the professional limited liability company shall
immediately purchase all interests held by the deceased member.
3. In order to remain a member of a professional limited liability company, the member
shallatalltimesbelicensedtopracticeinthisstateaprofessionwhichtheprofessionallimited
liability company is authorized to practice. When a member does not have or ceases to have
this qualification, the professional limited liability company shall immediately purchase all
interests held by that member.
4. When a person other than a member of record becomes entitled to have interests of
a professional limited liability company transferred into that person’s name or to exercise
voting rights, except as a proxy, with respect to interests of the professional limited liability
company, the professional limited liability company shall immediately purchase the interests.
Without limiting the generality of the foregoing, this section shall be applicable whether
the event occurs as a result of appointment of a guardian or conservator for a member
or the member’s property, transfer of interests by operation of law, involuntary transfer
of interests, judicial proceeding, execution, levy, bankruptcy proceeding, receivership
proceeding, foreclosure or enforcement of a pledge or encumbrance, or any other situation
or occurrence. However, this section does not apply to any voluntary transfer of interests
as defined in this subchapter.
5. Interests purchased by a professional limited liability company under this section shall
be transferred to the professional limited liability company as of the close of business on the
date of the death or other event which requires purchase. The member and the member’s
executors, administrators, legal representatives, or successors in interest, shall promptly do
allthingswhichmaybenecessaryorconvenienttocausetransfertobemadeasofthetransfer
date. However, the interests shall promptly be transferred on the books and records of the
professional limited liability company as of the transfer date, notwithstanding any delay in
transferring or surrendering the interests or certificates representing the interests, and the
transfer shall be valid and effective for all purposes as of the close of business on the transfer
date. The purchase price for such interests shall be paid as provided in this subchapter,
but the transfer of interests to the professional limited liability company as provided in this
section shall not be delayed or affected by any delay or default in making payment.
6. a. Notwithstanding subsections 1 through 5, purchase by the professional limited
liability company is not required upon the occurrence of any event other than death of a
member, if the professional limited liability company is dissolved within sixty days after the
occurrence of the event or voluntarily elects to no longer be a professional limited liability
company but continue its existence as a limited liability company pursuant to section