Iowa · Through Iowa Code 2026 edition

Iowa Code § 489.14401: Limitations on liability.

1. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of any of the following:
a. A protected series of a series limited liability company solely by reason of being or acting as any of the following:
(1) An associated member, protected-series manager, or protected-series transferee of the protected series.
(2) A member, manager, or a transferee of the company.
b. A series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.
2. Subject to section 489.14404, all of the following rules apply:
a. A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.
b. A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.
c. A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company for any of the following:
(1) Being or acting as a protected-series manager of the protected series.
(2) Having the protected series manage the company.
(3) Owning a protected-series transferable interest of the protected series.
d. A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of any of the following:
(1) Being a protected series of the company.
(2) Being or acting as a manager of the company or a protected-series manager of another protected series of the company.
(3) Having the company or another protected series of the company be or act as a protected-series manager of the protected series.

Where this section sits in the code

Title XII - BUSINESS ENTITIES (Ch. 486 - 504C)
Chapter 489 - UNIFORM LIMITED LIABILITY COMPANY ACT
Subchapter XIV - UNIFORM PROTECTED SERIES ACT
Part 4 - LIMITATION ON LIABILITY AND ENFORCEMENT OF CLAIMS

1. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of any of the following:

a. A protected series of a series limited liability company solely by reason of being or acting as any of the following:

(1) An associated member, protected-series manager, or protected-series transferee of the protected series.

(2) A member, manager, or a transferee of the company.

b. A series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.

2. Subject to section 489.14404, all of the following rules apply:

a. A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.

b. A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.

c. A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company for any of the following:

(1) Being or acting as a protected-series manager of the protected series.

(2) Having the protected series manage the company.

(3) Owning a protected-series transferable interest of the protected series.

d. A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of any of the following:

(1) Being a protected series of the company.

(2) Being or acting as a manager of the company or a protected-series manager of another protected series of the company.

(3) Having the company or another protected series of the company be or act as a protected-series manager of the protected series.

Collected 2026-09-14T19:40:12Z. Source file · JSON

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