{"data":{"id":"us-ia/iowa-code-489.107","jurisdiction":"us-ia","citation":"Iowa Code § 489.107","heading":"Operating agreement — effect on third parties and relationship to records effective on behalf of limited liability company.","body":"1. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.\n2. The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under section 489.503, subsection 2, paragraph “b”, to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member is or is not effective as follows:\na. Is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or person dissociated as a member.\nb. Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.\n3. If a record delivered by a limited liability company to the secretary of state for filing becomes effective and contains a provision that would be ineffective under section 489.105, subsection 3 or subsection 4, paragraph “c”, if contained in the operating agreement, the provision is ineffective in the record.\n4. Subject to subsection 3, if a record delivered by a limited liability company to the secretary of state for filing becomes effective and conflicts with a provision of the operating agreement, all of the following rules apply:\na. The operating agreement prevails as to members, persons dissociated as members, transferees, and managers.\nb. The record prevails as to other persons to the extent they reasonably rely on the record.","path":["Title XII - BUSINESS ENTITIES (Ch. 486 - 504C)","Chapter 489 - UNIFORM LIMITED LIABILITY COMPANY ACT","Subchapter I - GENERAL PROVISIONS"],"source_url":"https://www.legis.iowa.gov/docs/code/2026/489.107.pdf","current_through":"Iowa Code 2026 edition","vintage":"","retrieved_at":"2026-09-14T19:40:12Z","sha256":"86e5cf7237bfae445a1c68a83fa693993b3155b07ce6978b576e29610e610ca5","source_id":"us-ia","stale":false,"prev":"us-ia/iowa-code-489.106","next":"us-ia/iowa-code-489.108"},"notice":"GroundRules: Original legal text. Not legal advice."}