reglab/housing_qa huggingface dataset:
IA Code § 486A.806 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.806 - Partner’s liability to other partners after dissolution.

486A.806 Partner’s liability to other partners after dissolution.   1. Except as otherwise provided in subsection 2 and section 486A.306, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under section 486A.804.   2. A partner who, with knowledge of the dissolution, incurs a partnership liability under section 486A.804, subsection 2, by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.  98 Acts, ch 1201, §43, 79, 82
IA Code § 486A.807 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.807 - Settlement of accounts and contributions among partners.

486A.807 Settlement of accounts and contributions among partners.   1. In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection 2.   2. Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account, but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 486A.306.   3. If a partner fails to contribute the full amount required under subsection 2, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 486A.306. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under section 486A.306.   4. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 486A.306.   5. The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.   6. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.  98 Acts, ch 1201, §44, 79, 82  Referred to in §486A.701, 486A.803, 486A.906
IA Code § 486A.901 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.901 - Definitions.

486A.901 Definitions.   In this article:   1. “General partner” means a partner in a partnership and a general partner in a limited partnership.   2. “Limited partner” means a limited partner in a limited partnership.   3. “Limited partnership” means a limited partnership created under chapter 488, predecessor law, or comparable law of another jurisdiction.   4. “Partner” includes both a general partner and a limited partner.  98 Acts, ch 1201, §45, 79, 82; 2004 Acts, ch 1021, §111, 117, 118
IA Code § 486A.902 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.902 - Conversion of partnership to limited partnership.

486A.902 Conversion of partnership to limited partnership.   1. A partnership may be converted to a limited partnership pursuant to this section.   2. The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.   3. After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include all of the following:   a. A statement that the partnership was converted to a limited partnership from a partnership.   b. Its former name.   c. A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.   4. The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.   5. A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner’s liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in chapter 488.  98 Acts, ch 1201, §46, 79, 82; 2004 Acts, ch 1021, §112, 117, 118
IA Code § 486A.903 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.903 - Conversion of limited partnership to partnership.

486A.903 Conversion of limited partnership to partnership.   1. A limited partnership may be converted to a partnership pursuant to this section.   2. Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.   3. After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.   4. The conversion takes effect when the certificate of limited partnership is canceled.   5. A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in section 486A.306, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.  98 Acts, ch 1201, §47, 79, 82
IA Code § 486A.904 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.904 - Effect of conversion — entity unchanged.

486A.904 Effect of conversion — entity unchanged.   1. A partnership or limited partnership 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 partnership or limited partnership remains vested in the converted entity.   b. All obligations of the converting partnership or limited partnership continue as obligations of the converted entity.   c. An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.  98 Acts, ch 1201, §48, 79, 82
IA Code § 486A.905 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.905 - Merger of partnerships.

486A.905 Merger of partnerships.   1. Pursuant to a plan of merger approved as provided in subsection 3, a partnership may be merged with one or more partnerships or limited partnerships.   2. The plan of merger must set forth all of the following:   a. The name of each partnership or limited partnership that is a party to the merger.   b. The name of the surviving entity into which the other partnerships or limited partnerships will merge.   c. Whether the surviving entity is a partnership or a limited partnership and the status of each partner.   d. The terms and conditions of the merger.   e. The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part.   f. The street address of the surviving entity’s chief executive office.   3. The plan of merger must be approved as follows:   a. In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement.   b. In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.   4. After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.   5. The merger takes effect on the later of any of the following:   a. The approval of the plan of merger by all parties to the merger, as provided in subsection 3.   b. The filing of all documents required by law to be filed as a condition to the effectiveness of the merger.   c. Any effective date specified in the plan of merger.  98 Acts, ch 1201, §49, 79, 82
IA Code § 486A.907 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.907 - Statement of merger.

486A.907 Statement of merger.   1. After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.   2. A statement of merger must contain all of the following:   a. The name of each partnership or limited partnership that is a party to the merger.   b. The name of the surviving entity into which the other partnerships or limited partnership were merged.   c. The street address of the surviving entity’s chief executive office and of an office in this state, if any.   d. Whether the surviving entity is a partnership or a limited partnership.   3. Except as otherwise provided in subsection 4, for the purposes of section 486A.302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.   4. For the purposes of section 486A.302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.   5. A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to section 486A.105, subsection 3, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection 2, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections 3 and 4.  98 Acts, ch 1201, §51, 79, 82  Referred to in §486A.101
IA Code § 486A.908 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.908 - Nonexclusive.

486A.908 Nonexclusive.   This article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.  98 Acts, ch 1201, §52, 79, 82
IA Code § 486A.1001 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.1001 - Statement of qualification.

486A.1001 Statement of qualification.   1. A partnership may become a limited liability partnership pursuant to this section.   2. The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, by the vote necessary to amend those provisions.   3. After the approval required by subsection 2, a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain all of the following:   a. The name of the partnership.   b. The street address of the partnership’s chief executive office and, if different, the street address of an office in this state, if any.   c. The address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain as provided in section 486A.1211.   d. A statement that the partnership elects to be a limited liability partnership.   e. A deferred effective date, if any.   4. The statement shall be executed by one or more partners authorized to execute the statement on behalf of the partnership.   5. The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until the statement is canceled pursuant to section 486A.105, subsection 4.   6. The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection 3.   7. The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.   8. An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.  98 Acts, ch 1201, §53, 79, 82  Referred to in §486A.101, 486A.201, 486A.306, 486A.1211, 488.108, 490.401, 504.401, 504.403
IA Code § 486A.1002 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.1002 - Name.

486A.1002 Name.   The name of a limited liability partnership must end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”.  98 Acts, ch 1201, §54, 79, 82  Referred to in §488.108, 490.401, 504.401, 504.403
IA Code § 486A.1101 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.1101 - Law governing foreign limited liability partnership.

486A.1101 Law governing foreign limited liability partnership.   1. The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.   2. A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state.   3. A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.  98 Acts, ch 1201, §55, 79, 82
IA Code § 486A.1102 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.1102 - Statement of foreign qualification.

486A.1102 Statement of foreign qualification.   1. Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain all of the following:   a. The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”.   b. The street address of the partnership’s chief executive office and, if different, the street address of an office of the partnership in this state, if any.   c. If there is no office of the partnership in this state, the name and street address of the partnership’s agent for service of process.   d. A deferred effective date, if any.   2. The agent of a foreign limited liability partnership for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.   3. The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 486A.105, subsection 4.   4. An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.  98 Acts, ch 1201, §56, 79, 82; 2002 Acts, ch 1119, §178  Referred to in §486A.101
IA Code § 486A.1103 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.1103 - Effect of failure to qualify.

486A.1103 Effect of failure to qualify.   1. A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification.   2. The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.   3. A limitation on personal liability of a partner is not waived solely by transacting business in this state without a statement of foreign qualification.   4. If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the secretary of state is its agent for service of process with respect to a right of action arising out of the transaction of business in this state.  98 Acts, ch 1201, §57, 79, 82
IA Code § 486A.1104 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.1104 - Activities not constituting transacting business.

486A.1104 Activities not constituting transacting business.   1. Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include all of the following:   a. Maintaining, defending, or settling an action or proceeding.   b. Holding meetings of its partners or carrying on any other activity concerning its internal affairs.   c. Maintaining bank accounts.   d. Maintaining offices or agencies for the transfer, exchange, and registration of the partnership’s own securities or maintaining trustees or depositories with respect to those securities.   e. Selling through independent contracts.   f. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.   g. Creating or acquiring indebtedness, with or without a mortgage, or other security interest in property.   h. Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired.   i. Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions.   j. Transacting business in interstate commerce.   2. For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection 1, constitutes transacting business in this state.   3. This section does not apply in determining the contracts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.  98 Acts, ch 1201, §58, 79, 82
IA Code § 486A.1105 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.1105 - Action by attorney general.

486A.1105 Action by attorney general.   The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article.  98 Acts, ch 1201, §59, 79, 82
IA Code § 486A.1201 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 486A - UNIFORM PARTNERSHIP ACT|Section 486A.1201 - Filing requirements.

486A.1201 Filing requirements.   1. A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing.   2. The document shall be filed in the office of the secretary of state.   3. The document shall contain the information required by this chapter. The document may contain other information as well.   4. The document shall be typewritten or printed. The typewritten or printed portion shall be black. Manually signed photocopies, or other reproduced copies, including facsimiles or other electronically or computer-generated copies of typewritten or printed documents may be filed.   5. The document shall be in the English language. A limited partnership name need not be in English if written in English letters or Arabic or Roman numerals.   6. Except as otherwise provided in this chapter, the document shall be executed by one of the following methods:   a. By two or more partners.   b. By a person authorized under this chapter, the partnership agreement, or other law to execute the document.   c. If the partnership is in the hands of a receiver, trustee, or other court-appointed fiduciary, by such receiver, trustee, or fiduciary.   d. If the document is that of a registered agent, by the registered agent, if the person is an individual, or by a person authorized by the registered agent to execute the document, if the registered agent is an entity.   7. The person executing the document shall sign it and state beneath or opposite the person’s signature, the person’s name and the capacity in which the person signs. The secretary of state may accept for filing a document containing a copy of a signature, however made.   8. If, pursuant to any provision of this chapter, the secretary of state has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.   9. The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by the correct filing fee.   10. The secretary of state may adopt rules for the electronic filing of documents and the certification of electronically filed documents.  98 Acts, ch 1201, §60, 79, 82  Referred to in §486A.1205