Iowa Code § 489.304

Liability of members and managers
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1. A debt, obligation, or other liability of a limited liabilitycompany is solely the debt, obligation, or other liabilityof the company. A member or manager isnot personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liabilityof the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company. 2. The failure of a limited liabilitycompany to observe formalities relating to the exercise ofits powers or management of itsactivities and affairs isnot a ground for imposing liability on a member or manager for a debt, obligation, or other liabilityof the company.

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