Iowa Code § 489.705
Other claims against dissolved limited liability company
Redline — January 1, 2013 → current.View current text →
Current — January 1, 2025
As of January 1, 2013
1. The secretary of state may commence a proceeding under this section to administratively dissolve a limited liability company if any of the following apply:
a. The limited liability company has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 489.209 within sixty days after it is due, or has not paid within sixty days after the due date, any fee, tax, or penalty due to the secretary of state under this chapter or law other than this chapter.
b. The limited liability company is without a registered office or registered agent in this state for sixty days or more.
c. The limited liability company does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
d. The limited liability company’s period of duration stated in its certificate of organization has expired.
2. If the secretary of state determines that a ground exists for administratively dissolving a limited liability company, the secretary of state shall file a record of the determination and serve the company with a copy of the filed record.
3. If within sixty days after service of the copy pursuant to subsection 2 a limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, the secretary of state shall dissolve the company administratively by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The secretary of state shall serve the company with a copy of the filed declaration.
4. A limited liability company that has been administratively dissolved continues in existence but, subject to section 489.706, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 489.702 and 489.708 and to notify claimants under sections 489.703 and 489.704.
5. The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for service of process.
1. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
2. The notice under subsection 1 must meet all of the following requirements:
a. Comply with any of the following:
(1) Publication of the notice one time in a newspaper of general circulation in the county in this state in which the dissolved limited liability company’s principal office is located or, if the principal office is not located in this state, in the county in which the office of the company’s registered agent is or was last located.
(2) Publication by posting the notice conspicuously for at least thirty days on the dissolved limited liability company’s internet site.
b. Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent.
c. State that a claim against the limited liability company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice.
3. If a dissolved limited liability company publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication date of the notice:
a. A claimant that did not receive notice in a record under section 489.704.
b. A claimant whose claim was timely sent to the limited liability company but not acted on.
c. A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
4. A claim not barred under this section or section 489.704 may be enforced as follows:
a. Against a dissolved limited liability company, to the extent of its undistributed assets.
b. Except as otherwise provided in section 489.706, if assets of the limited liability company have been distributed after dissolution, against a member or transferee to the extent of that person’s proportionate share of the claim or of the company’s assets distributed to the member or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution.
C2009, §489.704
C2024, §489.705
Former §489.705 transferred to §489.708;
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.