Iowa Code § 489.708
Grounds for administrative dissolution
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2026
As of January 1, 2012
1. In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors.
2. After a limited liability company complies with subsection 1, any surplus must be distributed in the following order, subject to any charging order in effect under section 489.503:
a. To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions.
b. In equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 489.502.
3. If a limited liability company does not have sufficient surplus to comply with subsection 2, paragraph “a”, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
4. All distributions made under subsections 2 and 3 must be paid in money.
Referred to in
The secretary of state may commence a proceeding under section 489.709 to dissolve a limited liability company administratively, if any of the following apply:
1. The limited liability company does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state.
2. The limited liability company does not deliver its biennial report required by section 489.212 to the secretary of state within sixty days after it is due.
3. The limited liability company is without a registered agent or the registered agent does not have a place of business in this state for sixty days or more.
4. The secretary of state has not been notified within sixty days that the limited liability company’s registered agent or place of business of the registered agent has been changed, or that its registered agent has resigned, or that the address of the registered agent has been discontinued.
5. The limited liability company’s period of duration stated in its certificate of organization expires.
C2009, §489.705
C2024, §489.708
Former §489.708 transferred to §489.707;
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.