Iowa Code § 489.109
Powers
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2026
As of January 1, 2012
1. A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name applied for is available, it must be reserved for the applicant’s exclusive use for a one-hundred-twenty-day period.
2. The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the secretary of state for filing a signed notice of the transfer which states the name and address of the transferee.
Referred to in
1. Except as otherwise provided in subsection 2, a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
2. Until a limited liability company has or has had at least one member, the limited liability company lacks the capacity to do any act or carry on any activity except all of the following:
a. Delivering to the secretary of state for filing a statement of change under section 489.116, an amendment to the certificate under section 489.202, a statement of correction under section 489.209, a biennial report under section 489.212, a statement of withdrawal or a statement of rescission under section 489.703, or a statement of termination under section 489.702, subsection 2, paragraph “b”, subparagraph (6).
b. Admitting a member under section 489.401.
c. Dissolving under section 489.701.
3. A limited liability company that has or has had at least one member may ratify an act or activity that occurred when the company lacked capacity under subsection 2.
C2009, §489.105
C2024, §489.109
Former §489.109 transferred to §489.113;
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.