Iowa Code § 489.801
Direct action by member
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2025
As of January 1, 2012
1. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following:
a. The internal affairs of the company.
b. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.
2. A foreign limited liability company shall not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state.
3. A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company shall not engage in or exercise in this state.
1. Subject to subsection 2, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
2. A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
C2009, §489.901
C2024, §489.801
Former §489.801 transferred to §489.901;
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.