Protected and Registered Series LLC Formation Requirements in Iowa

At a glance

Requirements one by one

Formation and filing

All members must vote or consent affirmatively to establish a protected series. The LLC signs and files a designation naming itself and the series; the series exists when that filing takes effect. A record is effective when filed unless it states a permitted later time or date, up to 90 days after filing. Iowa Code §§ 489.14201, 489.207.

Series name

The name starts with the parent LLC's name and contains “Protected Series,” “P.S.,” or “PS.” It also follows the ordinary LLC name rule. Iowa Code § 489.14202.

Asset records and liability allocation

The series must maintain records sufficient for a reasonable outsider to identify each associated asset, its acquisition, and consideration paid for a transfer from the parent or another series. Records may use a reasonable listing or formula. Iowa Code § 489.14301(2)-(4).

Subject to § 489.14404, the parent debt is its own, and a protected series debt is the series' own. That section permits enforcement against nonassociated assets in stated circumstances, including an asset that lacked association when the liability arose or when enforcement began. Iowa Code §§ 489.14401(2), 489.14404(2).

Changes and dissolution

A company-signed statement of designation change updates the parent or series name. A protected series dissolves upon parent dissolution, an agreement event, unanimous member consent, or specified court order. After dissolution the parent may file a statement of protected series dissolution; after winding up it may file a designation cancellation. Iowa Code §§ 489.14201(4), 489.14501-.14502.

What trips people up

The designation is only the establishment filing. An associated asset cannot be held in the name of the parent or another series, and the parent cannot hold its associated asset in a series name. Iowa Code § 489.14301(5).

Common questions

Does each series need its own registered agent? The parent's Iowa registered agent serves for each series. Before filing a designation, the company must agree with that agent to serve both. Iowa Code § 489.14203(1)-(2).

Can a protected series establish another protected series? No. Iowa Code § 489.14104(4).

Statutes and sources

• Iowa Code § 489.14101: “This subchapter may be cited as the “Uniform Protected Series Act”.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14103: “A protected series of a series limited liability company is a person distinct from all of the following: 1. The company, subject to section 489.14104, subsection 3, section 489.14501, subsection 1, and section 489.14502, subsection 4. 2. Another protected series of the company.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14104(4): “A protected series of a series limited liability company shall not do any of the following: a. Be a member of the company. b. Establish a protected series.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14106(1): “Except as otherwise provided in this section and subject to sections 489.14107 and 489.14108, the operating agreement of a series limited liability company governs all of the following: a. The internal affairs of a protected series” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.201(1)-(4): “One or more persons may act as organizers to form a limited liability company by delivering to the secretary of state for filing a certificate of organization.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.122(1)(y): “Any other document required or permitted to be filed by this chapter .................................... $ 5” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.207(1)-(4): “Except as otherwise provided in section 489.117 and section 489.208 and subject to section 489.209, subsection 4, a record filed under this chapter is effective as follows: 1. On the date and at the time of its filing by the secretary of state, as provided in section 489.210, subsection 2. 2. On the date of filing and at the time specified in the record as its effective time, if later than the time under subsection 1. 3. At a specified delayed effective date and time, which may not be more than ninety days after the date of filing. 4. If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which shall not be more than ninety days after the date of filing.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14201(1): “With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14201(2): “To establish a protected series, a limited liability company shall deliver to the secretary of state for filing a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14201(3): “A protected series is established when the protected series designation takes effect under section 489.207.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14201(4): “To amend a protected series designation, a series limited liability company shall deliver to the secretary of state for filing a statement of designation change, signed by the company, that changes the name of the company, the name of the protected series to which the designation applies, or both. The change takes effect when the statement of designation change takes effect under section 489.207.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14202(1): “Except as otherwise provided in subsection 2, the name of a protected series must comply with section 489.112.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14202(2): “The name of a protected series of a series limited liability company must do all of the following: a. Begin with the name of the company, including any word or abbreviation required by section 489.112. b. Contain the phrase “Protected Series” or “protected series” or the abbreviation “P.S.” or “PS”.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14202(3): “If a series limited liability company changes its name, the company shall deliver to the secretary of state for filing a statement of designation change for each of the company’s protected series, changing the name of each protected series to comply with this section.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14203(1): “The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14203(2): “Before delivering a protected series designation to the secretary of state for filing, a limited liability company shall agree with a registered agent that the agent will serve as the registered agent in this state for both the company and the protected series.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14301(2): “An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to do all of the following:” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14301(2)(a)-(c): “a. Identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company. b. Determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14301(2)(c): “c. If the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14301(4): “The records and recordkeeping required by subsections 2 and 3 may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14301(5): “To the extent permitted by this section and law of this state other than this subchapter, a series limited liability company or protected series of the company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that all of the following applies: a. A protected series shall not hold an associated asset in the name of the company or another protected series of the company. b. The company shall not hold an associated asset in the name of a protected series of the company.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14401(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.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14404(2),(4): “A judgment against the company may be enforced against an asset of a protected series of the company if any of the following applies: (1) The asset was a nonassociated asset of the protected series on the incurrence date. (2) The asset is a nonassociated asset of the protected series on the enforcement date.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14501(1)-(3): “A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on any of the following: 1. Dissolution of the company. 2. Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series. 3. Affirmative vote or consent of all members.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14502(2)-(4): “When a protected series of a series limited liability company dissolves, the company may deliver to the secretary of state for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the secretary of state has the same effect as the filing by the secretary of state of a statement of dissolution under section 489.103, subsection 4, paragraph “b”, subparagraph (1).” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).
• Iowa Code § 489.14502(3): “When a protected series of a series limited liability company has completed winding up, the company may deliver to the secretary of state for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated.” https://www.legis.iowa.gov/docs/code/2026/489.pdf (accessed 2026-09-27).