reglab/statecodes huggingface dataset:
2023 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
2023 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
2023 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
2023 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
2023 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 §9.11, 488.108, 490.401, 504.401, 504.403
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
Referred to in §9.11
2023 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
2023 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
Referred to in §9.11
2023 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
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1001 - Direct action by partner.

488.1001 Direct action by partner.
1. Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
2. A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
3. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
2004 Acts, ch 1021, §84, 118
Referred to in §488.604
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1002 - Derivative action.

488.1002 Derivative action.
A partner may maintain a derivative action to enforce a right of a limited partnership, but a partner shall not commence such a proceeding until both of the following have occurred:
1. A written demand has been made upon the general partner or partners, requesting that they cause the limited partnership to take suitable action.
2. Ninety days have expired from the date the demand was made, unless the partner has earlier been notified that the demand has been rejected by the general partner or partners or unless irreparable injury to the limited partnership would result by waiting for the expiration of the ninety-day period.
2004 Acts, ch 1021, §85, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1003 - Proper plaintiff.

488.1003 Proper plaintiff.
A derivative action may be maintained only by a person that is a partner at the time the action is commenced and where one of the following also applies:
1. The person was a partner when the conduct giving rise to the action occurred.
2. The person’s status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
2004 Acts, ch 1021, §86, 118; 2005 Acts, ch 19, §71
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1004 - Pleading.

488.1004 Pleading.
In a derivative action, the petition must state with particularity the date and content of plaintiff’s demand and either the general partners’ response to the demand or how the limited partnership would be irreparably harmed by waiting for such a response for ninety days.
2004 Acts, ch 1021, §87, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1005 - Proceeds and expenses.

488.1005 Proceeds and expenses.
1. Except as otherwise provided in subsection 2:
a. Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff.
b. If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
2. If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, from the recovery of the limited partnership.
3. If the court finds that the derivative proceeding was commenced or maintained without reasonable cause or for an improper purpose, it may order the plaintiff to pay any defendant’s reasonable expenses, including reasonable attorney fees, incurred in defending the action.
2004 Acts, ch 1021, §88, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1102 - Conversion.

488.1102 Conversion.
1. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and sections 488.1103 through 488.1105 and a plan of conversion, if all of the following apply:
a. The other organization’s governing statute authorizes the conversion.
b. The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.
c. The other organization complies with its governing statute in effecting the conversion.
2. A plan of conversion must be in a record and must include all of the following:
a. The name and form of the organization before conversion.
b. The name and form of the organization after conversion.
c. The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration.
d. The organizational documents of the converted organization.
2004 Acts, ch 1021, §90, 118
Referred to in §488.1101
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1103 - Action on plan of conversion by converting limited partnership.

488.1103 Action on plan of conversion by converting limited partnership.
1. Subject to section 488.1110, a plan of conversion must be consented to by all the partners of a converting limited partnership.
2. Subject to section 488.1110 and any contractual rights, after a conversion is approved, and at any time before a filing is made under section 488.1104, a converting limited partnership may amend the plan or abandon the planned conversion according to any or all of the following:
a. As provided in the plan.
b. Except as prohibited by the plan, by the same consent as was required to approve the plan.
2004 Acts, ch 1021, §91, 118
Referred to in §488.1101, 488.1102
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1104 - Filings required for conversion — effective date.

488.1104 Filings required for conversion — effective date.
1. After a plan of conversion is approved:
a. A converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include all of the following:
(1) A statement that the limited partnership has been converted into another organization.
(2) The name and form of the organization and the jurisdiction of its governing statute.
(3) The date the conversion is effective under the governing statute of the converted organization.
(4) A statement that the conversion was approved as required by this chapter.
(5) A statement that the conversion was approved as required by the governing statute of the converted organization.
(6) If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the secretary of state may use for the purposes of section 488.1105, subsection 3.
b. If the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by section 488.201, all of the following:
(1) A statement that the limited partnership was converted from another organization.
(2) The name and form of the organization and the jurisdiction of its governing statute.
(3) A statement that the conversion was approved in a manner that complied with the organization’s governing statute.
2. A conversion becomes effective according to the following:
a. If the converted organization is a limited partnership, when the certificate of limited partnership takes effect.
b. If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.
2004 Acts, ch 1021, §92, 118
Referred to in §9.11, 488.1101, 488.1102, 488.1103
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1105 - Effect of conversion.

488.1105 Effect of conversion.
1. An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
2. When a conversion takes effect, all of the following apply:
a. All property owned by the converting organization remains vested in the converted organization.
b. All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization.
c. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred.
d. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization.
e. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
f. Except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of article 8.
3. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in section 488.117, subsections 3 and 4.
2004 Acts, ch 1021, §93, 118
Referred to in §488.1101, 488.1102, 488.1104
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1106 - Mergers.

488.1106 Mergers.
1. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 488.1107 through 488.1109 and a plan of merger, if all of the following apply:
a. The governing statute of each of the other organizations authorizes the merger.
b. The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes.
c. Each of the other organizations complies with its governing statute in effecting the merger.
2. A plan of merger must be in a record and must include all of the following:
a. The name and form of each constituent organization.
b. The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect.
c. The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration.
d. If the surviving organization is to be created by the merger, the surviving organization’s organizational documents.
e. If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.
2004 Acts, ch 1021, §94, 118; 2004 Acts, ch 1175, §383
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1107 - Action on plan of merger by constituent limited partnership.

488.1107 Action on plan of merger by constituent limited partnership.
1. Subject to section 488.1110, a plan of merger must be consented to by all the partners of a constituent limited partnership.
2. Subject to section 488.1110 and any contractual rights, after a merger is approved, and at any time before a filing is made under section 488.1108, a constituent limited partnership may amend the plan or abandon the planned merger according to any or all of the following:
a. As provided in the plan.
b. Except as prohibited by the plan, with the same consent as was required to approve the plan.
2004 Acts, ch 1021, §95, 118
Referred to in §488.1106
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1108 - Filings required for merger — effective date.

488.1108 Filings required for merger — effective date.
1. After each constituent organization has approved a merger, articles of merger must be signed on behalf of all of the following:
a. Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership.
b. Each other preexisting constituent organization, by an authorized representative.
2. The articles of merger must include all of the following:
a. The name and form of each constituent organization and the jurisdiction of its governing statute.
b. The name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect.
c. The date the merger is effective under the governing statute of the surviving organization.
d. If the surviving organization is to be created by the merger, one of the following:
(1) If it will be a limited partnership, the limited partnership’s certificate of limited partnership.
(2) If it will be an organization other than a limited partnership, the organizational document that creates the organization.
e. If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization.
f. A statement as to each constituent organization that the merger was approved as required by the organization’s governing statute.
g. If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the secretary of state may use for the purposes of section 488.1109, subsection 2.
h. Any additional information required by the governing statute of any constituent organization.
3. Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.
4. A merger becomes effective under this article according to one of the following:
a. If the surviving organization is a limited partnership, upon the later of the following:
(1) Compliance with subsection 3.
(2) Subject to section 488.206, subsection 3, as specified in the articles of merger.
b. If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
2004 Acts, ch 1021, §96, 118
Referred to in §9.11, 488.204, 488.1106, 488.1107
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1109 - Effect of merger.

488.1109 Effect of merger.
1. When a merger becomes effective, all of the following apply:
a. The surviving organization continues or comes into existence.
b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity.
c. All property owned by each constituent organization that ceases to exist vests in the surviving organization.
d. All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization.
e. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred.
f. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization.
g. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect.
h. Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of article 8.
i. If the surviving organization is created by the merger, one of the following applies:
(1) If it is a limited partnership, the certificate of limited partnership becomes effective.
(2) If it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective.
j. If the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
2. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in section 488.117, subsections 3 and 4.
2004 Acts, ch 1021, §97, 118
Referred to in §488.1106, 488.1108
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1110 - Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.

488.1110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
1. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless all of the following apply:
a. The limited partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners.
b. The partner has consented to the provision of the partnership agreement.
2. An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner, unless all of the following apply:
a. The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners.
b. Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
3. A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
2004 Acts, ch 1021, §98, 118
Referred to in §488.110, 488.406, 488.1103, 488.1107
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1112 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

488.1112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
1. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if all of the following apply:
a. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 488.402.
b. At the time the third party enters into the transaction, all of the following apply to the third party:
(1) The third party does not have notice of the conversion or merger.
(2) The third party reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
2. An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if all of the following apply:
a. Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 488.402 if the person had been a general partner.
b. At the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and all of the following apply to the third party:
(1) The third party does not have notice of the dissociation.
(2) The third party does not have notice of the conversion or merger.
(3) The third party reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
3. If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection 1 or 2, the person is liable to either or both of the following:
a. To the converted or surviving organization for any damage caused to the organization arising from the obligation.
b. If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
2004 Acts, ch 1021, §100, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1201 - Uniformity of application and construction.

488.1201 Uniformity of application and construction.
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
2004 Acts, ch 1021, §102, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1202 - Severability.

488.1202 Severability.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
2004 Acts, ch 1021, §103, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1203 - Relation to Electronic Signatures in Global and National Commerce Act.

488.1203 Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq., but this chapter does not modify, limit, or supersede section 101(c) of that Act or authorize electronic delivery of any of the notices described in section 103(b) of that Act.
2004 Acts, ch 1021, §104, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.1205 - Savings clause.

488.1205 Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2005.
2004 Acts, ch 1021, §106, 118; 2018 Acts, ch 1026, §153
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.101 - Short title.

489.101 Short title.
1. This chapter may be cited as the “Revised Uniform Limited Liability Company Act”.
2. In addition, article 14 of this chapter may be cited as provided in section 489.14101.
2008 Acts, ch 1162, §1, 155; 2019 Acts, ch 26, §44, 53; 2020 Acts, ch 1063, §384