reglab/housing_qa huggingface dataset:
IA Code § 488.807 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.807 - Other claims against dissolved limited partnership.

488.807 Other claims against dissolved limited partnership.   1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.   2. The notice must do all of the following:   a. Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this state, in the county in which the limited partnership’s registered office is or was last located.   b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent.   c. State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five years after publication of the notice.   d. 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. If a dissolved limited partnership publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:   a. A claimant that did not receive notice in a record under section 488.806.   b. A claimant whose claim was timely sent to the dissolved limited partnership but not acted on.   c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.   4. A claim not barred under this section may be enforced:   a. Against the dissolved limited partnership, to the extent of its undistributed assets.   b. If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership.   c. Against any person liable on the claim under section 488.404.  2004 Acts, ch 1021, §69, 118; 2016 Acts, ch 1097, §14  Referred to in §488.807A, 488.808, 488.809
IA Code § 488.807A (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.807A - Court proceedings.

488.807A Court proceedings.   1. A dissolved limited partnership that has published a notice under section 488.807 may file an application with the district court of the county in which the office described in section 488.114 is located for a determination of the amount and form of security to be provided for the payment of claims that are contingent or have not been made known to the dissolved limited partnership or that are based on an event occurring after the effective date of dissolution but that based on the facts known to the dissolved limited partnership, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 488.807.   2. Within ten days after the filing of the application, notice of the proceeding shall be given by the dissolved limited partnership to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved limited partnership.   3. The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved limited partnership.   4. Provision by the dissolved limited partnership for security in the amount and form ordered by the court under subsection 1 shall satisfy the dissolved limited partnership’s obligations with respect to claims that are contingent, have not been made known to the dissolved limited partnership or are based on an event occurring after the effective date of dissolution, and such claims shall not be enforced against a partner who received assets in liquidation.  2004 Acts, ch 1021, §70, 118
IA Code § 488.808 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.808 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

488.808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.   If a claim against a dissolved limited partnership is barred under section 488.806 or 488.807, any corresponding claim under section 488.404 is also barred.  2004 Acts, ch 1021, §71, 118
IA Code § 488.809 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.809 - Administrative dissolution.

488.809 Administrative dissolution.   1. The secretary of state may dissolve a limited partnership administratively if the limited partnership does not, within sixty days after the due date, do any of the following:   a. Pay any fee, tax, or penalty under this chapter or other law due the secretary of state.   b. Deliver its biennial report to the secretary of state.   2. If the secretary of state determines that a ground exists for administratively dissolving a limited partnership, the secretary of state shall file a record of the determination and serve the limited partnership with a copy of the filed record.   3. If within sixty days after service of the copy the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, the secretary of state shall administratively dissolve the limited partnership by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The secretary of state shall serve the limited partnership with a copy of the filed declaration.   4. A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under sections 488.803 and 488.812 and to notify claimants under sections 488.806 and 488.807.   5. The administrative dissolution of a limited partnership does not terminate the authority of its registered agent for service of process.  2004 Acts, ch 1021, §72, 118; 2004 Acts, ch 1175, §381; 2016 Acts, ch 1097, §15  Referred to in §488.801
IA Code § 488.810 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.810 - Reinstatement following administrative dissolution.

488.810 Reinstatement following administrative dissolution.   1. A limited partnership that has been administratively dissolved may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must be delivered to the secretary of state for filing and state all of the following:   a. The name of the limited partnership and the effective date of its administrative dissolution.   b. That the grounds for dissolution either did not exist or have been eliminated.   c. If the application is received more than five years after the effective date of the dissolution, that the limited partnership’s name satisfies the requirements of section 488.108.   2. If the secretary of state determines that an application contains the information required by subsection 1 and that the information is correct, the secretary of state shall prepare a declaration of reinstatement that states this determination, sign, and file the declaration of reinstatement, and deliver a copy to the limited partnership.   3. When reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited partnership may resume its activities as if the administrative dissolution had never occurred.   4. A limited partnership shall not relinquish the right to retain its name if the reinstatement is effective within five years of the effective date of the limited partnership’s dissolution.  2004 Acts, ch 1021, §73, 118; 2006 Acts, ch 1089, §2 – 5  Referred to in §488.108, 490.401, 504.401, 504.403
IA Code § 488.811 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.811 - Appeal from denial of reinstatement.

488.811 Appeal from denial of reinstatement.   1. If the secretary of state denies a limited partnership’s application for reinstatement following administrative dissolution, the secretary of state shall prepare, sign, and file a notice that explains the reason or reasons for denial and serve the limited partnership with a copy of the notice.   2. Within thirty days after service of the notice of denial, the limited partnership may appeal from the denial of reinstatement by petitioning the district court to set aside the dissolution. The petition must be served on the secretary of state and contain a copy of the secretary of state’s declaration of dissolution, the limited partnership’s application for reinstatement, and the secretary of state’s notice of denial.   3. The court may summarily order the secretary of state to reinstate the dissolved limited partnership or may take other action the court considers appropriate.  2004 Acts, ch 1021, §74, 118
IA Code § 488.812 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.812 - Disposition of assets — when contributions required.

488.812 Disposition of assets — when contributions required.   1. In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors.   2. Any surplus remaining after the limited partnership complies with subsection 1 must be paid in cash as a distribution.   3. If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection 1, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:   a. Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 488.607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.   b. If a person does not contribute the full amount required under paragraph “a” with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph “a” on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.   c. If a person does not make the additional contribution required by paragraph “b”, further additional contributions are determined and due in the same manner as provided in that paragraph.   4. A person that makes an additional contribution under subsection 3, paragraph “b” or “c”, may recover from any person whose failure to contribute under subsection 3, paragraph “b” or “c”, necessitated the additional contribution. A person shall not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection shall not exceed the amount the person failed to contribute.   5. The estate of a deceased individual is liable for the person’s obligations under this section.   6. An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection 3.  2004 Acts, ch 1021, §75, 118  Referred to in §488.506, 488.809
IA Code § 488.901 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.901 - Governing law.

488.901 Governing law.   1. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.   2. A foreign limited partnership shall not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state.   3. A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership shall not engage in or exercise in this state.  2004 Acts, ch 1021, §76, 118
IA Code § 488.902 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.902 - Application for certificate of authority.

488.902 Application for certificate of authority.   1. A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state all of the following:   a. The name of the foreign limited partnership and, if the name does not comply with section 488.108, an alternate name adopted pursuant to section 488.905, subsection 1.   b. The name of the state or other jurisdiction under whose law the foreign limited partnership is organized.   c. The street and mailing address of the foreign limited partnership’s principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office.   d. The name and street and mailing address of the foreign limited partnership’s initial registered agent for service of process in this state.   e. The name and street and mailing address of each of the foreign limited partnership’s general partners.   f. Whether the foreign limited partnership is a foreign limited liability limited partnership.   2. A foreign limited partnership shall deliver with the completed application a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of the foreign limited partnership’s publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized.  2004 Acts, ch 1021, §77, 118; 2016 Acts, ch 1097, §16
IA Code § 488.903 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.903 - Activities not constituting transacting business.

488.903 Activities not constituting transacting business.   1. Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include all of the following:   a. Maintaining, defending, and settling an action or proceeding.   b. Holding meetings of its partners or carrying on any other activity concerning its internal affairs.   c. Maintaining accounts in financial institutions.   d. Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities.   e. Selling through independent contractors.   f. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.   g. Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.   h. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired.   i. Owning, without more, real or personal property.   j. Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner.   k. Transacting business in interstate commerce.   2. For purposes of this article, the ownership in this state of income-producing real 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 contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.  2004 Acts, ch 1021, §78, 118
IA Code § 488.904 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.904 - Approval of application for certificate of authority — notification.

488.904 Approval of application for certificate of authority — notification.   Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon receiving payment of all filing fees, shall file the application, notify the applicant that the application has been approved, and provide a receipt for the payment of fees. Such notification shall serve as certificate of authority to transact business in this state.  2004 Acts, ch 1021, §79, 118
IA Code § 488.905 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.905 - Noncomplying name of foreign limited partnership.

488.905 Noncomplying name of foreign limited partnership.   1. A foreign limited partnership whose name does not comply with section 488.108 shall not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 488.108. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not also comply with chapter 547. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name unless the foreign limited partnership is authorized under chapter 547 to transact business in this state under another name.   2. If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with section 488.108, it shall not thereafter transact business in this state until it complies with subsection 1 and obtains an amended certificate of authority.  2004 Acts, ch 1021, §80, 118  Referred to in §488.108, 488.209, 488.210, 488.902
IA Code § 488.906 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.906 - Revocation of certificate of authority.

488.906 Revocation of certificate of authority.   1. A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the secretary of state in the manner provided in subsections 2 and 3 if the foreign limited partnership does not do any of the following:   a. Pay, within sixty days after the due date, any fee, tax or penalty under this chapter or other law due the secretary of state.   b. Deliver, within sixty days after the due date, its biennial report required under section 488.210.   c. Appoint and maintain a registered agent for service of process as required by section 488.114, subsection 2.   d. Deliver for filing a statement of a change under section 488.115 within thirty days after a change has occurred in the name or address of the registered agent for service of process.   2. In order to revoke a certificate of authority, the secretary of state must prepare, sign, and file a notice of revocation and send a copy to the foreign limited partnership’s registered agent for service of process in this state, or if the foreign limited partnership does not appoint and maintain a proper agent in this state, to the foreign limited partnership’s registered office. The notice must state all of the following:   a. The revocation’s effective date, which must be at least sixty days after the date the secretary of state sends the copy.   b. The foreign limited partnership’s failures to comply with subsection 1 which are the reason for the revocation.   3. The authority of the foreign limited partnership to transact business in this state ceases on the effective date of the notice of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection 1 stated in the notice. If the foreign limited partnership cures the failures, the secretary of state shall so indicate on the filed notice.  2004 Acts, ch 1021, §81, 118; 2004 Acts, ch 1175, §382; 2016 Acts, ch 1097, §17, 18
IA Code § 488.907 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.907 - Cancellation of certificate of authority — effect of failure to have certificate.

488.907 Cancellation of certificate of authority — effect of failure to have certificate.   1. In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 488.206.   2. A foreign limited partnership transacting business in this state shall not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.   3. The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.   4. A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of authority.   5. If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.  2004 Acts, ch 1021, §82, 118
IA Code § 488.908 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT|Section 488.908 - Action by attorney general.

488.908 Action by attorney general.   The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.  2004 Acts, ch 1021, §83, 118