Iowa Code § 489.703
Rescinding dissolution
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2025
As of January 1, 2012
1. Except as otherwise provided in subsection 4, a dissolved limited liability company may give notice of a known claim under subsection 2, which has the effect as provided in subsection 3.
2. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must do all of the following:
a. Specify the information required to be included in a claim.
b. Provide a mailing address to which the claim is to be sent.
c. State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant.
d. State that the claim will be barred if not received by the deadline.
3. A claim against a dissolved limited liability company is barred if the requirements of subsection 2 are met and any of the following applies:
a. The claim is not received by the specified deadline.
b. If the claim is timely received but rejected by the company, all of the following apply:
(1) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety days after the claimant receives the notice.
(2) The claimant does not commence the required action within the ninety days.
4. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
Referred to in
1. A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company has become effective, the district court has entered an order under section 489.701, subsection 1, paragraph “d”, dissolving the company, or the secretary of state has dissolved the company under section 489.708.
2. Rescinding dissolution under this section requires all of the following:
a. The affirmative vote or consent of each member.
b. If the limited liability company has delivered to the secretary of state for filing a statement of dissolution and any of the following apply:
(1) If the statement has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under section 489.208 applicable to the statement of dissolution.
(2) If the statement of dissolution has become effective, delivery to the secretary of state for filing of a statement of rescission stating the name of the limited liability company and that dissolution has been rescinded under this section.
3. If a limited liability company rescinds its dissolution all of the following apply:
a. The limited liability company resumes carrying on its activities and affairs as if dissolution had never occurred.
b. Subject to paragraph “c”, any liability incurred by the limited liability company after the dissolution and before the rescission has become effective shall be determined as if dissolution had never occurred.
c. The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission must not be adversely affected.
C2020, §489.701A
C2024, §489.703
Former §489.703 transferred to §489.704;
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.