There will be many opportunities to screw up when the new Iowa LLC Act takes effect on January 1, 2009. While existing LLCs can wait until 2011 to worry about it, your 2008 forms may need sprucing up before you start drafting agreements for new LLCs. (I know readers of this blog write all their documents from a blank slate, but some lawyers are known to use versions of previous agreements when writing new ones -- this post is for them.) Here is one example.
Under current law operating agreements must be in writing (unless the articles permit otherwise) which implies that all amendments must be in writing. The new Iowa LLC Act will allow operating agreements to be oral in all cases. It will also, and this is the rub, allow written operating agreements to be amended orally unless the operating agreement limits amendments to those in writing. There is also the possibility of an implied amendment based on conduct.
Now, it is common for most written agreements to provide that all amendments must be in writing signed by all parties. But you better make sure beginning in 2009. And what about your clients who wrote their own operating agreements?