Iowa § 489.901 Governing law

Iowa Statutes

§ 489.901 — Governing law

Iowa § 489.901

Title XIIBUSINESS ENTITIES

Ch. 489UNIFORM LIMITED LIABILITY COMPANY ACT

This text of Iowa § 489.901 (Governing law) 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.

Bluebook

Iowa Code § 489.901 (2026).

Text

1.The law of the jurisdiction of formation of a foreign limited liability company governs all of the following:

a.The internal affairs of the foreign limited liability company.

b.The liability of a member as member and manager as manager for a debt, obligation, or other liability of the foreign limited liability company.

c.The liability of a series of the foreign limited liability company.

2.A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of the foreign limited liability company’s jurisdiction of formation and the law of this state.

3.Registration of a foreign limited liability company to do business in this state does not permit the foreign limited liability company to engage in any business

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1. The law of the jurisdiction of formation of a foreign limited liability company governs
all of the following:
a. The internal affairs of the foreign limited liability company.
b. The liability of a member as member and manager as manager for a debt, obligation,
or other liability of the foreign limited liability company.
c. The liability of a series of the foreign limited liability company.
2. A foreign limited liability company is not precluded from registering to do business in
this state because of any difference between the law of the foreign limited liability company’s
jurisdiction of formation and the law of this state.
3. Registration of a foreign limited liability company to do business in this state does not
permit the foreign limited liability company to engage in any business or affairs or exercise
any power that a limited liability company cannot lawfully engage in or exercise in this state.