§ 489.14402 — Claim seeking to disregard limitation of liability

Iowa § 489.14402

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

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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
providingarighttoacreditororholdingapersonliableforadebt, obligation, orotherliability
of another person, which would apply if each protected series of a series limited liability
company were a limited liability company formed separately from the series limited liability
company and distinct from the series limited liability company and any other protected series
of the series limited liability company.
2. The failure of a limited liability company or a protected series to observe formalities
relatingtotheexerciseofitspowersormanagementofitsactivitiesandaffairsisnotaground
to disregard a limitation in section 489.14401, subsection 1, but may be a ground to disregard
a limitation in section 489.14401, subsection 2.
3. This section applies to a claim seeking to disregard a limitation of liability applicable
to a foreign series limited liability company or foreign protected series and comparable to a
limitation stated in section 489.14401, if any of the following apply:
a. The claimant is a resident of this state or doing business or authorized to do business
in this state.

b. The claim is to establish or enforce a liability arising under law of this state other than
this subchapter or from an act or omission in this state.