reglab/housing_qa huggingface dataset:
IA Code § 488.302 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.302 - No right or power as limited partner to bind limited partnership.

488.302 No right or power as limited partner to bind limited partnership.   A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.  2004 Acts, ch 1021, §30, 118
IA Code § 488.303 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.303 - No liability as limited partner for limited partnership obligations.

488.303 No liability as limited partner for limited partnership obligations.   An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.  2004 Acts, ch 1021, §31, 118
IA Code § 488.305 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.305 - Limited duties of limited partners.

488.305 Limited duties of limited partners.   1. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.   2. A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.   3. A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest.  2004 Acts, ch 1021, §33, 118  Referred to in §488.110, 488.601, 488.602
IA Code § 488.306 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.306 - Person erroneously believing self to be limited partner.

488.306 Person erroneously believing self to be limited partner.   1. Except as otherwise provided in subsection 2, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person does either of the following:   a. Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing.   b. Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of withdrawal under this section.   2. A person that makes an investment described in subsection 1 is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.   3. If a person makes a diligent effort in good faith to comply with subsection 1, paragraph “a”, and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subsection 1, paragraph “b”, even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.  2004 Acts, ch 1021, §34, 118  Referred to in §488.204
IA Code § 488.401 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.401 - Becoming general partner.

488.401 Becoming general partner.   A person becomes a general partner according to any of the following:   1. As provided in the partnership agreement.   2. Under section 488.801, subsection 3, paragraph “b”, following the dissociation of a limited partnership’s last general partner.   3. As the result of a conversion or merger under article 11.   4. With the consent of all the partners.  2004 Acts, ch 1021, §35, 118  Referred to in §488.102
IA Code § 488.402 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.402 - General partner agent of limited partnership.

488.402 General partner agent of limited partnership.   1. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under section 488.103, subsection 4, that the general partner lacked authority.   2. An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was authorized in the partnership agreement or by all the other partners.  2004 Acts, ch 1021, §36, 118  Referred to in §488.606, 488.804, 488.1112
IA Code § 488.403 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.403 - Limited partnership liable for general partner’s actionable conduct.

488.403 Limited partnership liable for general partner’s actionable conduct.   1. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.   2. If, in the course of the limited partnership’s activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.  2004 Acts, ch 1021, §37, 118
IA Code § 488.404 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.404 - General partner’s liability.

488.404 General partner’s liability.   1. Except as otherwise provided in subsections 2 and 3, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.   2. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.   3. An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under section 488.406, subsection 2, paragraph “b”.  2004 Acts, ch 1021, §38, 118  Referred to in §488.102, 488.405, 488.607, 488.806, 488.807, 488.808, 488.1111
IA Code § 488.405 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.405 - Actions by and against partnership and partners.

488.405 Actions by and against partnership and partners.   1. To the extent not inconsistent with section 488.404, a general partner may be joined in an action against the limited partnership or named in a separate action.   2. A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership shall not be satisfied from a general partner’s assets unless there is also a judgment against the general partner.   3. A judgment creditor of a general partner shall not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under section 488.404 and at least one of the following applies:   a. A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part.   b. The limited partnership is a debtor in bankruptcy.   c. The general partner has agreed that the creditor need not exhaust limited partnership assets.   d. A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers.   e. Liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.  2004 Acts, ch 1021, §39, 118
IA Code § 488.406 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.406 - Management rights of general partner.

488.406 Management rights of general partner.   1. Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.   2. The consent of each partner is necessary to do any or all of the following:   a. Amend the partnership agreement.   b. Amend the certificate of limited partnership to add or, subject to section 488.1110, delete a statement that the limited partnership is a limited liability limited partnership.   c. Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the goodwill, other than in the usual and regular course of the limited partnership’s activities.   3. A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.   4. A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.   5. A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection 3 or 4 constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.   6. A general partner is not entitled to remuneration for services performed for the partnership.  2004 Acts, ch 1021, §40, 118  Referred to in §488.404
IA Code § 488.408 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.408 - General standards of general partner’s conduct.

488.408 General standards of general partner’s conduct.   1. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3.   2. A general partner’s duty of loyalty to the limited partnership and the other partners is limited to all of the following:   a. To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity.   b. To refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities as or on behalf of a party having an interest adverse to the limited partnership.   c. To refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities.   3. A general partner’s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership’s activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.   4. A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.   5. A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.  2004 Acts, ch 1021, §42, 118  Referred to in §488.110, 488.509, 488.603, 488.605
IA Code § 488.501 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.501 - Form of contribution.

488.501 Form of contribution.   A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.  2004 Acts, ch 1021, §43, 118
IA Code § 488.502 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.502 - Liability for contribution.

488.502 Liability for contribution.   1. A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner’s death, disability, or other inability to perform personally.   2. If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.   3. The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection 1, without notice of any compromise under this subsection, may enforce the original obligation.  2004 Acts, ch 1021, §44, 118  Referred to in §488.702
IA Code § 488.503 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.503 - Sharing of distributions.

488.503 Sharing of distributions.   A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.  2004 Acts, ch 1021, §45, 118
IA Code § 488.504 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.504 - Interim distributions.

488.504 Interim distributions.   A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.  2004 Acts, ch 1021, §46, 118
IA Code § 488.505 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.505 - No distribution on account of dissociation.

488.505 No distribution on account of dissociation.   A person does not have a right to receive a distribution on account of dissociation.  2004 Acts, ch 1021, §47, 118  Referred to in §488.1204
IA Code § 488.506 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.506 - Distribution in kind.

488.506 Distribution in kind.   A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to section 488.812, subsection 2, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of distributions.  2004 Acts, ch 1021, §48, 118
IA Code § 488.507 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.507 - Right to distribution.

488.507 Right to distribution.   When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.  2004 Acts, ch 1021, §49, 118
IA Code § 488.508 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.508 - Limitations on distribution.

488.508 Limitations on distribution.   1. A limited partnership shall not make a distribution in violation of the partnership agreement.   2. A limited partnership shall not make a distribution if after the distribution any of the following would result:   a. The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities.   b. The limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.   3. A limited partnership may base a determination that a distribution is not prohibited under subsection 2 on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.   4. Except as otherwise provided in subsection 7, the effect of a distribution under subsection 2 is measured according to either of the following:   a. In the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership.   b. In all other cases, as of the date of either of the following:   (1) The date the distribution is authorized, if the payment occurs within one hundred twenty days after that date.   (2) The date the payment is made, if payment occurs more than one hundred twenty days after the distribution is authorized.   5. A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership’s indebtedness to its general, unsecured creditors.   6. A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection 2 if the terms of the indebtedness provide that payment of principal and interest is made only to the extent that a distribution could then be made to partners under this section.   7. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.  2004 Acts, ch 1021, §50, 118; 2004 Acts, ch 1175, §379  Referred to in §488.509
IA Code § 488.509 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.509 - Liability for improper distributions.

488.509 Liability for improper distributions.   1. A general partner that consents to a distribution made in violation of section 488.508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with section 488.408.   2. A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of section 488.508 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under section 488.508.   3. A general partner against which an action is commenced under subsection 1 may do any or all of the following:   a. Implead in the action any other person that is liable under subsection 1 and compel contribution from the person.   b. Implead in the action any person that received a distribution in violation of subsection 2 and compel contribution from the person in the amount the person received in violation of subsection 2.   4. An action under this section is barred if it is not commenced within two years after the distribution.  2004 Acts, ch 1021, §51, 118  Referred to in §488.702
IA Code § 488.602 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.602 - Effect of dissociation as limited partner.

488.602 Effect of dissociation as limited partner.   1. Upon a person’s dissociation as a limited partner, all of the following apply:   a. Subject to section 488.704, the person does not have further rights as a limited partner.   b. The person’s obligation of good faith and fair dealing as a limited partner under section 488.305, subsection 2, continues only as to matters arising and events occurring before the dissociation.   c. Subject to section 488.704 and article 11, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.   2. A person’s dissociation as a limited 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 limited partner.  2004 Acts, ch 1021, §53, 118  Referred to in §488.1204