489.1001 Definitions. As used in this article: 1. “Constituent limited liability company” means a constituent organization that is a limited liability company. 2. “Constituent organization” means an organization that is party to a merger. 3. “Converted organization” means the organization into which a converting organization converts pursuant to sections 489.1006 through 489.1009. 4. “Converting limited […]
489.1002 Merger. 1. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 489.1003 through 489.1005, and a plan of merger, if all of the following apply: a. The governing statute of each of the other organizations authorizes the merger. b. The merger is not prohibited by […]
489.1003 Action on plan of merger by constituent limited liability company. 1. Subject to section 489.1014, a plan of merger must be consented to by all the members of a constituent limited liability company. 2. Subject to section 489.1014 and any contractual rights, after a merger is approved, and at any time before articles of […]
489.1004 Filings required for merger — effective date. 1. After each constituent organization has approved a merger, articles of merger must be signed on behalf of all of the following: a. Each constituent limited liability company, as provided in section 489.203, subsection 1. b. Each other constituent organization, as provided in its governing statute. 2. […]
489.1005 Effect of merger. 1. When a merger becomes effective all of the following apply: a. The surviving organization continues or comes into existence. b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity. c. All property owned by each constituent organization that ceases to exist vests in […]
489.1006 Conversion. 1. An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to this section, sections 489.1007 through 489.1009, and a plan of conversion, if […]
489.1007 Action on plan of conversion by converting limited liability company. 1. Subject to section 489.1014, a plan of conversion must be consented to by all the members of a converting limited liability company. 2. Subject to section 489.1014 and any contractual rights, after a conversion is approved, and at any time before articles of […]
489.1008 Filings required for conversion — effective date. 1. After a plan of conversion is approved, all of the following apply: a. A converting limited liability company shall deliver to the secretary of state for filing articles of conversion, which must be signed as provided in section 489.203, subsection 1, and must include all of […]
489.1009 Effect of conversion. 1. An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. 2. When a conversion takes effect all of the following apply: a. All property owned by the converting organization remains vested in the converted organization. b. All debts, […]
489.101 Short title. 1. This chapter may be cited as the “Revised Uniform Limited Liability Company Act”. 2. In addition, article 14 of this chapter may be cited as provided in section 489.14101. 2008 Acts, ch 1162, §1, 155; 2019 Acts, ch 26, §44, 53; 2020 Acts, ch 1063, §384
489.1010 Domestication. 1. A foreign limited liability company may become a limited liability company pursuant to this section, sections 489.1011 through 489.1013, and a plan of domestication, if all of the following apply: a. The foreign limited liability company’s governing statute authorizes the domestication. b. The domestication is not prohibited by the law of the […]
489.1011 Action on plan of domestication by domesticating limited liability company. 1. A plan of domestication must be consented to as follows: a. By all the members, subject to section 489.1014, if the domesticating company is a limited liability company. b. As provided in the domesticating company’s governing statute, if the company is a foreign […]
489.1012 Filings required for domestication — effective date. 1. After a plan of domestication is approved, a domesticating company shall deliver to the secretary of state for filing articles of domestication, which must include all of the following: a. A statement, as the case may be, that the company has been domesticated from or into […]
489.1013 Effect of domestication. 1. When a domestication takes effect, all of the following apply: a. The domesticated company is for all purposes the company that existed before the domestication. b. All property owned by the domesticating company remains vested in the domesticated company. c. All debts, obligations, or other liabilities of the domesticating company […]
489.1014 Restrictions on approval of mergers, conversions, and domestications. 1. If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless […]
489.1015 Merger of domestic cooperative into a domestic limited liability company. 1. A limited liability company may merge with a domestic cooperative only as provided by this section. A limited liability company may merge with one or more domestic cooperatives if all of the following apply: a. Only one limited liability company and one or […]
489.1016 Article not exclusive. This article does not preclude an entity from being merged, converted, or domesticated under law other than this chapter. 2008 Acts, ch 1162, §86, 155
489.102 Definitions. As used in this chapter: 1. “Certificate of organization” means the certificate required by section 489.201. The term includes the certificate as amended or restated. 2. “Contribution” means any benefit provided by a person to a limited liability company that is any of the following: a. In order to become a member upon […]
489.103 Knowledge — notice. 1. A person knows a fact when the person has or is any of the following: a. Has actual knowledge of it. b. Is deemed to know it under subsection 4, paragraph “a”, or law other than this chapter. 2. A person has notice of a fact when the person has […]
489.104 Nature, purpose, and duration of limited liability company. 1. A limited liability company is an entity distinct from its members. 2. A limited liability company may have any lawful purpose, regardless of whether for profit. 3. A limited liability company has perpetual duration. 2008 Acts, ch 1162, §4, 155
