reglab/housing_qa huggingface dataset:
IA Code § 488.1001 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1001 - Direct action by partner.

488.1001 Direct action by partner.   1. Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.   2. A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.   3. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.  2004 Acts, ch 1021, §84, 118  Referred to in §488.604
IA Code § 488.1002 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1002 - Derivative action.

488.1002 Derivative action.   A partner may maintain a derivative action to enforce a right of a limited partnership, but a partner shall not commence such a proceeding until both of the following have occurred:   1. A written demand has been made upon the general partner or partners, requesting that they cause the limited partnership to take suitable action.   2. Ninety days have expired from the date the demand was made, unless the partner has earlier been notified that the demand has been rejected by the general partner or partners or unless irreparable injury to the limited partnership would result by waiting for the expiration of the ninety-day period.  2004 Acts, ch 1021, §85, 118
IA Code § 488.1003 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1003 - Proper plaintiff.

488.1003 Proper plaintiff.   A derivative action may be maintained only by a person that is a partner at the time the action is commenced and where one of the following also applies:   1. The person was a partner when the conduct giving rise to the action occurred.   2. The person’s status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.  2004 Acts, ch 1021, §86, 118; 2005 Acts, ch 19, §71
IA Code § 488.1004 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1004 - Pleading.

488.1004 Pleading.   In a derivative action, the petition must state with particularity the date and content of plaintiff’s demand and either the general partners’ response to the demand or how the limited partnership would be irreparably harmed by waiting for such a response for ninety days.  2004 Acts, ch 1021, §87, 118
IA Code § 488.1005 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1005 - Proceeds and expenses.

488.1005 Proceeds and expenses.   1. Except as otherwise provided in subsection 2:   a. Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff.   b. If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.   2. If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, from the recovery of the limited partnership.   3. If the court finds that the derivative proceeding was commenced or maintained without reasonable cause or for an improper purpose, it may order the plaintiff to pay any defendant’s reasonable expenses, including reasonable attorney fees, incurred in defending the action.  2004 Acts, ch 1021, §88, 118
IA Code § 488.1102 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1102 - Conversion.

488.1102 Conversion.   1. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and sections 488.1103 through 488.1105 and a plan of conversion, if all of the following apply:   a. The other organization’s governing statute authorizes the conversion.   b. The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.   c. The other organization complies with its governing statute in effecting the conversion.   2. A plan of conversion must be in a record and must include all of the following:   a. The name and form of the organization before conversion.   b. The name and form of the organization after conversion.   c. The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration.   d. The organizational documents of the converted organization.  2004 Acts, ch 1021, §90, 118  Referred to in §488.1101
IA Code § 488.1103 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1103 - Action on plan of conversion by converting limited partnership.

488.1103 Action on plan of conversion by converting limited partnership.   1. Subject to section 488.1110, a plan of conversion must be consented to by all the partners of a converting limited partnership.   2. Subject to section 488.1110 and any contractual rights, after a conversion is approved, and at any time before a filing is made under section 488.1104, a converting limited partnership may amend the plan or abandon the planned conversion according to any or all of the following:   a. As provided in the plan.   b. Except as prohibited by the plan, by the same consent as was required to approve the plan.  2004 Acts, ch 1021, §91, 118  Referred to in §488.1101, 488.1102
IA Code § 488.1104 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1104 - Filings required for conversion — effective date.

488.1104 Filings required for conversion — effective date.   1. After a plan of conversion is approved:   a. A converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include all of the following:   (1) A statement that the limited partnership has been converted into another organization.   (2) The name and form of the organization and the jurisdiction of its governing statute.   (3) The date the conversion is effective under the governing statute of the converted organization.   (4) A statement that the conversion was approved as required by this chapter.   (5) A statement that the conversion was approved as required by the governing statute of the converted organization.   (6) If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the secretary of state may use for the purposes of section 488.1105, subsection 3.   b. If the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by section 488.201, all of the following:   (1) A statement that the limited partnership was converted from another organization.   (2) The name and form of the organization and the jurisdiction of its governing statute.   (3) A statement that the conversion was approved in a manner that complied with the organization’s governing statute.   2. A conversion becomes effective according to the following:   a. If the converted organization is a limited partnership, when the certificate of limited partnership takes effect.   b. If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.  2004 Acts, ch 1021, §92, 118  Referred to in §488.1101, 488.1102, 488.1103
IA Code § 488.1105 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1105 - Effect of conversion.

488.1105 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, liabilities, and other obligations of the converting organization continue as obligations of the converted organization.   c. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred.   d. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization.   e. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.   f. Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of article 8.   3. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in section 488.117, subsections 3 and 4.  2004 Acts, ch 1021, §93, 118  Referred to in §488.1101, 488.1102, 488.1104
IA Code § 488.1106 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1106 - Mergers.

488.1106 Mergers.   1. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 488.1107 through 488.1109 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 the law of a jurisdiction that enacted any of those governing statutes.   c. Each of the other organizations complies with its governing statute in effecting the merger.   2. A plan of merger must be in a record and must include all of the following:   a. The name and form of each constituent organization.   b. The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect.   c. The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration.   d. If the surviving organization is to be created by the merger, the surviving organization’s organizational documents.   e. If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.  2004 Acts, ch 1021, §94, 118; 2004 Acts, ch 1175, §383
IA Code § 488.1107 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1107 - Action on plan of merger by constituent limited partnership.

488.1107 Action on plan of merger by constituent limited partnership.   1. Subject to section 488.1110, a plan of merger must be consented to by all the partners of a constituent limited partnership.   2. Subject to section 488.1110 and any contractual rights, after a merger is approved, and at any time before a filing is made under section 488.1108, a constituent limited partnership may amend the plan or abandon the planned merger according to any or all of the following:   a. As provided in the plan.   b. Except as prohibited by the plan, with the same consent as was required to approve the plan.  2004 Acts, ch 1021, §95, 118  Referred to in §488.1106
IA Code § 488.1108 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1108 - Filings required for merger — effective date.

488.1108 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 preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership.   b. Each other preexisting constituent organization, by an authorized representative.   2. The articles of merger must include all of the following:   a. The name and form of each constituent organization and the jurisdiction of its governing statute.   b. The name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect.   c. The date the merger is effective under the governing statute of the surviving organization.   d. If the surviving organization is to be created by the merger, one of the following:   (1) If it will be a limited partnership, the limited partnership’s certificate of limited partnership.   (2) If it will be an organization other than a limited partnership, the organizational document that creates the organization.   e. If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization.   f. A statement as to each constituent organization that the merger was approved as required by the organization’s governing statute.   g. If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the secretary of state may use for the purposes of section 488.1109, subsection 2.   h. Any additional information required by the governing statute of any constituent organization.   3. Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.   4. A merger becomes effective under this article according to one of the following:   a. If the surviving organization is a limited partnership, upon the later of the following:   (1) Compliance with subsection 3.   (2) Subject to section 488.206, subsection 3, as specified in the articles of merger.   b. If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.  2004 Acts, ch 1021, §96, 118  Referred to in §488.204, 488.1106, 488.1107
IA Code § 488.1109 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1109 - Effect of merger.

488.1109 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 the surviving organization.   d. All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization.   e. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred.   f. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization.   g. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect.   h. Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of article 8.   i. If the surviving organization is created by the merger, one of the following applies:   (1) If it is a limited partnership, the certificate of limited partnership becomes effective.   (2) If it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective.   j. If the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.   2. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in section 488.117, subsections 3 and 4.  2004 Acts, ch 1021, §97, 118  Referred to in §488.1106, 488.1108
IA Code § 488.1110 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1110 - Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.

488.1110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.   1. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless all of the following apply:   a. The limited partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners.   b. The partner has consented to the provision of the partnership agreement.   2. An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner, unless all of the following apply:   a. The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners.   b. Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.   3. A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.  2004 Acts, ch 1021, §98, 118  Referred to in §488.110, 488.406, 488.1103, 488.1107
IA Code § 488.1112 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1112 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

488.1112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.   1. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if all of the following apply:   a. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 488.402.   b. At the time the third party enters into the transaction, all of the following apply to the third party:   (1) The third party does not have notice of the conversion or merger.   (2) The third party reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.   2. An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if all of the following apply:   a. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 488.402 if the person had been a general partner.   b. At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and all of the following apply to the third party:   (1) The third party does not have notice of the dissociation.   (2) The third party does not have notice of the conversion or merger.   (3) The third party reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.   3. If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection 1 or 2, the person is liable to either or both of the following:   a. To the converted or surviving organization for any damage caused to the organization arising from the obligation.   b. If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.  2004 Acts, ch 1021, §100, 118
IA Code § 488.1113 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1113 - Article not exclusive.

488.1113 Article not exclusive.   This article does not preclude an entity from being converted or merged under other law.  2004 Acts, ch 1021, §101, 118
IA Code § 488.1201 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1201 - Uniformity of application and construction.

488.1201 Uniformity of application and construction.   In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.  2004 Acts, ch 1021, §102, 118
IA Code § 488.1202 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.1202 - Severability.

488.1202 Severability.   If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.  2004 Acts, ch 1021, §103, 118