reglab/housing_qa huggingface dataset:
IA Code § 488.604 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.604 - Person’s power to dissociate as general partner — wrongful dissociation.

488.604 Person’s power to dissociate as general partner — wrongful dissociation.   1. A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 488.603, subsection 1.   2. A person’s dissociation as a general partner is wrongful only if either of the following applies:   a. The dissociation is in breach of an express provision of the partnership agreement.   b. The dissociation occurs before the termination of the limited partnership, and at least one of the following also applies:   (1) The person withdraws as a general partner by express will.   (2) The person is expelled as a general partner by judicial determination under section 488.603, subsection 5.   (3) The person is dissociated as a general partner by becoming a debtor in bankruptcy.   (4) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.   3. A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 488.1001, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.  2004 Acts, ch 1021, §55, 118  Referred to in §488.110
IA Code § 488.605 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.605 - Effect of dissociation as general partner.

488.605 Effect of dissociation as general partner.   1. Upon a person’s dissociation as a general partner, all of the following apply:   a. The person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates.   b. The person’s duty of loyalty as a general partner under section 488.408, subsection 2, paragraph “c”, terminates.   c. The person’s duty of loyalty as a general partner under section 488.408, subsection 2, paragraphs “a” and “b”, and duty of care under section 488.408, subsection 3, continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner.   d. The person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated.   e. Subject to section 488.704 and article 11, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee.   2. A person’s dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.  2004 Acts, ch 1021, §56, 118  Referred to in §488.204
IA Code § 488.606 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.606 - Power to bind — liability to limited partnership before dissolution of partnership of person dissociated as general partner.

488.606 Power to bind — liability to limited partnership before dissolution of partnership of person dissociated as general partner.   1. After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out of existence under article 11, the limited partnership is bound by an act of the person only if all of the following apply:   a. The act would have bound the limited partnership under section 488.402 before the dissociation.   b. At the time the other party enters into the transaction, all of the following apply:   (1) Less than two years have passed since the dissociation.   (2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.   2. If a limited partnership is bound under subsection 1, the person dissociated as a general partner which caused the limited partnership to be bound is liable to the following:   a. To the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection 1.   b. If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.  2004 Acts, ch 1021, §57, 118
IA Code § 488.607 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.607 - Liability to other persons of person dissociated as general partner.

488.607 Liability to other persons of person dissociated as general partner.   1. A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections 2 and 3, the person is not liable for a limited partnership’s obligation incurred after dissociation.   2. A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under section 488.404 on an obligation incurred by the limited partnership under section 488.804.   3. A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the dissociation only if all of the following apply:   a. A general partner would be liable on the transaction.   b. At the time the other party enters into the transaction, all of the following apply:   (1) Less than two years have passed since the dissociation.   (2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.   4. By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.   5. A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.  2004 Acts, ch 1021, §58, 118  Referred to in §488.812, 488.1111
IA Code § 488.701 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.701 - Partner’s transferable interest.

488.701 Partner’s transferable interest.   The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.  2004 Acts, ch 1021, §59, 118
IA Code § 488.702 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.702 - Transfer of partner’s transferable interest.

488.702 Transfer of partner’s transferable interest.   1. All of the following apply to a transfer, in whole or in part, of a partner’s transferable interest:   a. It is permissible.   b. It does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities.   c. It does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subsection 3, or to inspect or copy the required information or the limited partnership’s other records.   2. A transferee has a right to receive, in accordance with the transfer, all of the following:   a. Distributions to which the transferor would otherwise be entitled.   b. Upon the dissolution and winding up of the limited partnership’s activities, the net amount otherwise distributable to the transferor.   3. In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.   4. Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.   5. A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.   6. A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.   7. A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under sections 488.502 and 488.509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.  2004 Acts, ch 1021, §60, 118  Referred to in §488.704
IA Code § 488.703 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.703 - Rights of creditor of partner or transferee.

488.703 Rights of creditor of partner or transferee.   1. On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require to give effect to the charging order.   2. A charging order constitutes a lien on the judgment debtor’s transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.   3. At any time before foreclosure, an interest charged may be redeemed by any of the following:   a. By the judgment debtor.   b. With property other than limited partnership property, by one or more of the other partners.   c. With limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.   4. This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner’s or transferee’s transferable interest.   5. This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor’s transferable interest.  2004 Acts, ch 1021, §61, 118; 2004 Acts, ch 1175, §380
IA Code § 488.704 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.704 - Power of estate of deceased partner.

488.704 Power of estate of deceased partner.   If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in section 488.702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under section 488.304.  2004 Acts, ch 1021, §62, 118  Referred to in §229.27, 488.304, 488.407, 488.602, 488.605
IA Code § 488.801 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.801 - Nonjudicial dissolution.

488.801 Nonjudicial dissolution.   Except as otherwise provided in section 488.802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:   1. The happening of an event specified in the partnership agreement.   2. The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective.   3. After the dissociation of a person as a general partner, upon occurrence of either of the following:   a. If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within ninety days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective.   b. If the limited partnership does not have a remaining general partner, the passage of ninety days after the dissociation, unless before the end of the period, all of the following occur:   (1) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective.   (2) At least one person is admitted as a general partner in accordance with the consent.   4. The passage of ninety days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner.   5. The signing and filing of a declaration of dissolution by the secretary of state under section 488.809, subsection 3.  2004 Acts, ch 1021, §63, 118  Referred to in §488.204, 488.401, 488.1204
IA Code § 488.802 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.802 - Judicial dissolution.

488.802 Judicial dissolution.   On application by or for a partner, the district court for the county in which the office described in section 488.114, subsection 1, paragraph “a”, is located may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.  2004 Acts, ch 1021, §64, 118  Referred to in §488.110, 488.801
IA Code § 488.803 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.803 - Winding up.

488.803 Winding up.   1. A limited partnership continues after dissolution only for the purpose of winding up its activities.   2. In winding up its activities, the limited partnership:   a. May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 488.203, and perform other necessary acts.   b. Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.   3. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:   a. Has the powers of a general partner under section 488.804.   b. Shall promptly amend the certificate of limited partnership to state all of the following:   (1) That the limited partnership does not have a general partner.   (2) The name of the person that has been appointed to wind up the limited partnership.   (3) The street and mailing address of the person.   4. On the application of any partner, the district court in the county in which the office described in section 488.114, subsection 1, paragraph “a”, is located may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if any of the following applies:   a. A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection 3.   b. The applicant establishes other good cause.  2004 Acts, ch 1021, §65, 118  Referred to in §488.110, 488.202, 488.203, 488.204, 488.809
IA Code § 488.804 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.804 - Power of general partner and person dissociated as general partner to bind partnership after dissolution.

488.804 Power of general partner and person dissociated as general partner to bind partnership after dissolution.   1. A limited partnership is bound by a general partner’s act after dissolution in which any of the following applies:   a. The act is appropriate for winding up the limited partnership’s activities.   b. The act would have bound the limited partnership under section 488.402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.   2. A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if both of the following apply:   a. At the time the other party enters into the transaction, all of the following apply:   (1) Less than two years have passed since the dissociation.   (2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.   b. At least one of the following applies:   (1) The act is appropriate for winding up the limited partnership’s activities.   (2) The act would have bound the limited partnership under section 488.402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.  2004 Acts, ch 1021, §66, 118  Referred to in §488.607, 488.803, 488.805
IA Code § 488.805 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.805 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

488.805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.   1. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 488.804, subsection 1, by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable for all of the following:   a. To the limited partnership for any damage caused to the limited partnership arising from the obligation.   b. If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.   2. If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 488.804, subsection 2, the person is liable for all of the following:   a. To the limited partnership for any damage caused to the limited partnership arising from the obligation.   b. If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.  2004 Acts, ch 1021, §67, 118
IA Code § 488.806 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.806 - Known claims against dissolved limited partnership.

488.806 Known claims against dissolved limited partnership.   1. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2.   2. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must do all of the following:   a. Specify the information required to be included in a claim.   b. Provide a mailing address to which the claim is to be sent.   c. State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant.   d. State that the claim will be barred if not received by the deadline.   e. Unless the limited partnership has been throughout its existence a limited liability limited partnership or elected under prior law to become a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 488.404.   3. A claim against a dissolved limited partnership is barred if the requirements of subsection 2 are met and at least one of the following applies:   a. The claim is not received by the specified deadline.   b. In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within ninety days after the receipt of the notice of the rejection.   4. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.  2004 Acts, ch 1021, §68, 118  Referred to in §488.807, 488.808, 488.809