July 6, 2013. To create a company is one thing. To run and manage that same company is quite another. In the legal world of limited liability companies (LLC), most states have enacted laws governing the creation, operation and dissolution of LLCs. Existing laws in many states, like Iowa, may have changed since your LLC was originally formed requiring an evaluation of the members' operating agreement. For instance member-managed provisions may need to become manager-managed. If manager rights are not clearly defined in the agreement default provisions under the law will apply to fill that void. This may or may not be what LLC members want. Under Iowa's new LLC Act that took effect in January 2011, a member of a LLC is no longer considered an agent solely because of his/her status as a member. Also, the new Iowa LLC Act allows an LLC to file a Statement of Authority with the Iowa Secretary of State that specifically outlines who does and does not have authority to act for or bind the LLC. LLC agreements should address transfer rights and if not adequately addressed, the default rules under updated LLC laws may have unintended consequences to the transferee of an LLC interest. So, unlike the sale of stock, a buyer of an interest in an LLC will only obtain the economic interest. Under Iowa's new LLC Act, governing rights can only be transferred to a buyer with the unanimous consent of the other members unless the operating agreement provides otherwise. Jeana Goosmann is the CEO and owner of the Goosmann Law Firm; licensed to practice law in the states of Iowa, Nebraska and South Dakota. The firm's practice includes, but is not limited to, representation of clients in business related matters and transactions. Jeana can be reached at (712) 226-4000 or jeana@goosmannlaw.com.

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