reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1201 - Filing requirements.

486A.1201 Filing requirements.
1. A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing.
2. The document shall be filed in the office of the secretary of state.
3. The document shall contain the information required by this chapter. The document may contain other information as well.
4. The document shall be typewritten or printed. The typewritten or printed portion shall be black. Manually signed photocopies, or other reproduced copies, including facsimiles or other electronically or computer-generated copies of typewritten or printed documents may be filed.
5. The document shall be in the English language. A limited partnership name need not be in English if written in English letters or Arabic or Roman numerals.
6. Except as otherwise provided in this chapter, the document shall be executed by one of the following methods:
a. By two or more partners.
b. By a person authorized under this chapter, the partnership agreement, or other law to execute the document.
c. If the partnership is in the hands of a receiver, trustee, or other court-appointed fiduciary, by such receiver, trustee, or fiduciary.
d. If the document is that of a registered agent, by the registered agent, if the person is an individual, or by a person authorized by the registered agent to execute the document, if the registered agent is an entity.
7. The person executing the document shall sign it and state beneath or opposite the person’s signature, the person’s name and the capacity in which the person signs. The secretary of state may accept for filing a document containing a copy of a signature, however made.
8. If, pursuant to any provision of this chapter, the secretary of state has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.
9. The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by the correct filing fee.
10. The secretary of state may adopt rules for the electronic filing of documents and the certification of electronically filed documents.
98 Acts, ch 1201, §60, 79, 82
Referred to in §486A.1205
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1202 - Fees.

486A.1202 Fees.
1. The secretary of state shall collect fees for documents described in this subsection which are delivered to the secretary’s office for filing as follows:
DOCUMENT FEE
a. Statement of qualification $ 50
b. Statement of foreign qualification $100
c. Amendment to statement of
qualification $ 20
d. Amendment to statement of foreign
qualification $ 20
e. Cancellation of statement of
qualification $ 20
f. Cancellation of statement of foreign
qualification $ 20
g. Application for certificate of existence
or qualification $ 5
h. Any other statement or document
required or permitted to be filed $ 5
2. The secretary of state shall collect a fee of five dollars each time process is served on the secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
3. The secretary of state shall collect fees for copying and certifying the copy of any filed document relating to a domestic or foreign partnership as follows:
a. One dollar a page for copying.
b. Five dollars for the certificate.
98 Acts, ch 1201, §61, 79, 82
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1203 - Effective time and date of documents.

486A.1203 Effective time and date of documents.
1. Except as provided in subsection 2 and section 486A.1204, subsection 3, a document accepted for filing is effective at the later of the following:
a. At the time of filing on the date it is filed, as evidenced by the secretary of state’s date and time endorsement on the original document.
b. At the time specified in the document as its effective time on the date it is filed.
2. A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document shall not be later than the ninetieth day after the date it is filed.
98 Acts, ch 1201, §62, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1204 - Correcting filed documents.

486A.1204 Correcting filed documents.
1. A partnership may correct a document filed by the secretary of state if the document satisfies one or both of the following:
a. The document contains an incorrect statement.
b. The document was defectively executed, attested, sealed, verified, or acknowledged.
2. A document is corrected by complying with both of the following:
a. By preparing a statement of correction that satisfies all of the following:
(1) The statement describes the document, including its filing date, or a copy of the document is attached to the statement.
(2) The statement specifies the incorrect statement and the reason it is incorrect or the manner in which the execution was defective.
(3) The statement corrects the incorrect statement or defective execution.
b. By delivering the statement to the secretary of state for filing.
3. Statements of corrections are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, statements of correction are effective when filed.
98 Acts, ch 1201, §63, 79, 82
Referred to in §9.14, 486A.1203
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1205 - Filing duty of secretary of state.

486A.1205 Filing duty of secretary of state.
1. If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 486A.1201, the secretary of state shall file it and issue any necessary certificate.
2. The secretary of state files a document by stamping or otherwise endorsing “filed”, together with the secretary of state’s name and official title and the date and time of receipt, on both the document and the receipt for the filing fee. After filing a document, and except as provided in sections 486A.304 and 486A.1213, the secretary of state shall deliver the document, with the filing fee receipt, or acknowledgment of receipt if no fee is required, attached, to the domestic or foreign partnership or its representative.
3. If the secretary of state refuses to file a document, the secretary of state shall return it to the domestic or foreign partnership or its representative within ten days after the document was received by the secretary of state, together with a brief, written explanation of the reason for the refusal.
4. The secretary of state’s duty to file documents under this section is ministerial. Filing or refusing to file a document does not do any of the following:
a. Affect the validity or invalidity of the document in whole or part.
b. Relate to the correctness or incorrectness of information contained in the document.
c. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
98 Acts, ch 1201, §64, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1206 - Appeal from secretary of state’s refusal to file document.

486A.1206 Appeal from secretary of state’s refusal to file document.
1. If the secretary of state refuses to file a document delivered to the secretary of state’s office for filing, the domestic or foreign partnership may appeal the refusal, within thirty days after the return of the document, to the district court for the county in which the partnership’s principal office is located or, if none is located in this state, for the county in which its registered office is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state’s explanation of the refusal to file.
2. The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
3. The court’s final decision may be appealed as in other civil proceedings.
98 Acts, ch 1201, §65, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1207 - Evidentiary effect of copy of filed document.

486A.1207 Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document filed by the secretary of state, bearing the secretary of state’s signature, which may be in facsimile, and the seal of the secretary of state, is conclusive evidence that the original document is on file with the secretary of state.
98 Acts, ch 1201, §66, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1208 - Certificates issued by secretary of state.

486A.1208 Certificates issued by secretary of state.
1. The secretary of state shall issue to any person, upon request, a certificate that sets forth any facts recorded in the office of the secretary of state.
2. A certificate issued by the secretary of state may be relied upon, subject to any qualification stated in the certificate, as prima facie evidence of the facts set forth in the certificate.
98 Acts, ch 1201, §67, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1209 - Penalty for signing false document.

486A.1209 Penalty for signing false document.
1. A person commits an offense if that person signs a document the person knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.
2. An offense under this section is a serious misdemeanor punishable by a fine not to exceed one thousand dollars.
98 Acts, ch 1201, §68, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1211 - Registered office and registered agent.

486A.1211 Registered office and registered agent.
Each partnership that is qualified under section 486A.1001 shall continuously maintain in this state the following:
1. A registered office.
2. A registered agent, who is one of the following:
a. An individual who resides in this state and whose business office is identical with the registered office.
b. A domestic corporation whose business office is identical with the registered office.
c. A foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
98 Acts, ch 1201, §70, 79, 82
Referred to in §486A.1001
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1212 - Change of registered office or registered agent.

486A.1212 Change of registered office or registered agent.
1. A partnership may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following:
a. The name of the partnership.
b. The street address of its current registered office.
c. If the registered office is to be changed, the street address of the new registered office.
d. The name of its current registered agent.
e. If the registered agent is to be changed, the name of the new registered agent and the new registered agent’s written consent to the appointment, either on the statement of change or in an accompanying document.
f. That, after the change or changes are made, the street addresses of its registered office and of the business office of its registered agent will be identical.
2. If a registered agent changes the street address of the registered agent’s business office, the registered agent may change the street address of the registered office of any partnership for which the registered agent is the registered agent by giving written notice to the partnership of the change and executing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection 1 and recites that notice of the change has been given to the partnership.
98 Acts, ch 1201, §71, 79, 82
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1213 - Resignation of registered agent.

486A.1213 Resignation of registered agent.
1. The registered agent of a partnership may resign the agency by delivering to the secretary of state for filing a statement of resignation, which shall be accompanied by two exact or conformed copies of such statement. The statement of resignation may include a statement that the registered office is also discontinued.
2. After filing the statement of resignation, the secretary of state shall deliver one copy to the registered office of the partnership and the other copy to the chief executive office of the partnership.
3. A statement of resignation takes effect on the earlier of the following:
a. 12:01 a.m. on the thirty-first day after the date on which it is filed with the secretary of state.
b. The designation of a new registered agent for the partnership.
98 Acts, ch 1201, §72, 79, 82; 2020 Acts, ch 1058, §1
Referred to in §9.11, 486A.1205
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1214 - Service on partnership.

486A.1214 Service on partnership.
1. A partnership’s registered agent is the partnership’s agent for service of any process, notice, or demand required or permitted by law to be served on the partnership.
2. If a partnership has no registered agent, or the registered agent cannot with reasonable diligence be served, the partnership may be served by registered or certified mail, return receipt requested, addressed to the partnership at its chief executive office. Service is perfected under this subsection at the earliest of the following:
a. The date the partnership receives the process, notice, or demand.
b. The date shown on the return receipt, if signed on behalf of the partnership.
c. Five days after mailing.
3. This section does not prescribe the only means, or necessarily the required means, of serving a partnership.
98 Acts, ch 1201, §73, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1301 - Uniformity of application and construction.

486A.1301 Uniformity of application and construction.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
98 Acts, ch 1201, §74, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.104 - Nature, purpose, and duration of entity.

488.104 Nature, purpose, and duration of entity.
1. A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
2. A limited partnership may be organized under this chapter for any lawful purpose.
3. A limited partnership has a perpetual duration.
2004 Acts, ch 1021, §4, 118
Referred to in §488.1204
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.105 - Powers.

488.105 Powers.
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
2004 Acts, ch 1021, §5, 118
Referred to in §488.110
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.106 - Governing law.

488.106 Governing law.
The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
2004 Acts, ch 1021, §6, 118
Referred to in §488.110
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.107 - Supplemental principles of law — rate of interest.

488.107 Supplemental principles of law — rate of interest.
1. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
2. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate shall be set according to the provisions of section 535.3.
2004 Acts, ch 1021, §7, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.109 - Reservation of name.

488.109 Reservation of name.
1. The exclusive right to the use of a name that complies with section 488.108 may be reserved by any of the following:
a. A person intending to organize a limited partnership under this chapter and to adopt the name.
b. A limited partnership or a foreign limited partnership authorized to transact business in this state intending to adopt the name.
c. A foreign limited partnership intending to obtain a certificate of authority to transact business in this state and adopt the name.
d. A person intending to organize a foreign limited partnership and intending to have it obtain a certificate of authority to transact business in this state and adopt the name.
e. A foreign limited partnership formed under the name.
f. A foreign limited partnership formed under a name that does not comply with section 488.108, subsection 2 or 3, but the name reserved under this paragraph may differ from the foreign limited partnership’s name only to the extent necessary to comply with section 488.108, subsections 2 and 3.
2. A person may apply to reserve a name under subsection 1 by delivering to the secretary of state for filing an application that states the name to be reserved and the paragraph of subsection 1 that applies. If the secretary of state finds that the name is available for use by the applicant, the secretary of state shall file a statement of name reservation and reserve the name for the exclusive use of the applicant for a nonrenewable period of one hundred twenty days.
3. A person that has reserved a name under this section may deliver to the secretary of state for filing a notice of transfer that states the reserved name, the name and street and mailing address of some other person to which the reservation is to be transferred, and the paragraph of subsection 1 which applies to the other person. Subject to section 488.206, subsection 3, the transfer is effective when the secretary of state files the notice of transfer.
2004 Acts, ch 1021, §9, 118
Referred to in §488.108, 490.401, 504.401, 504.403
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.110 - Effect of partnership agreement — nonwaivable provisions.

488.110 Effect of partnership agreement — nonwaivable provisions.
1. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
2. A partnership agreement shall not do any of the following:
a. Vary a limited partnership’s power under section 488.105 to sue, be sued, and defend in its own name.
b. Vary the law applicable to a limited partnership under section 488.106.
c. Vary the requirements of section 488.204.
d. Vary the information required under section 488.111 or unreasonably restrict the right to information under section 488.304 or 488.407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
e. Eliminate the duty of loyalty under section 488.408, but the partnership agreement may do any of the following:
(1) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable.
(2) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
f. Unreasonably reduce the duty of care under section 488.408, subsection 3.
g. Eliminate the obligation of good faith and fair dealing under section 488.305, subsection 2, and section 488.408, subsection 4, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable.
h. Vary the power of a person to dissociate as a general partner under section 488.604, subsection 1, except to require that the notice under section 488.603, subsection 1, be in a record.
i. Vary the power of a court to decree dissolution in the circumstances specified in section 488.802.
j. Vary the requirement to wind up the partnership’s business as specified in section 488.803.
k. Unreasonably restrict the right to maintain an action under article 10.
l. Restrict the right of a partner under section 488.1110, subsection 1, to approve a conversion or merger, or the right of a general partner under section 488.1110, subsection 2, to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership.
m. Restrict rights under this chapter of a person other than a partner or a transferee.
2004 Acts, ch 1021, §10, 118
Referred to in §488.201
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.111 - Required information.

488.111 Required information.
A limited partnership shall maintain at its registered office all of the following information:
1. A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order.
2. A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed.
3. A copy of any filed articles of conversion or merger.
4. A copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the three most recent years.
5. A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement.
6. A copy of any financial statement of the limited partnership for the three most recent years.
7. A copy of the three most recent biennial reports delivered by the limited partnership to the secretary of state pursuant to section 488.210.
8. A copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement.
9. Unless contained in a partnership agreement made in a record, a record stating all of the following:
a. The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner.
b. The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made.
c. For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity.
d. Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
2004 Acts, ch 1021, §11, 118; 2016 Acts, ch 1097, §3
Referred to in §488.102, 488.110
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.112 - Business transactions of partner with partnership.

488.112 Business transactions of partner with partnership.
A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
2004 Acts, ch 1021, §12, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.113 - Dual capacity.

488.113 Dual capacity.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
2004 Acts, ch 1021, §13, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.114 - Registered office and registered agent for service of process.

488.114 Registered office and registered agent for service of process.
1. A limited partnership shall designate and continuously maintain in this state both of the following:
a. A registered office, which need not be a place of its activity in this state.
b. A registered agent for service of process.
2. A foreign limited partnership shall designate and continuously maintain in this state a registered agent for service of process.
3. A registered agent for service of process of a limited partnership or foreign limited partnership must be an individual who is a resident of Iowa or other person authorized to do business in this state.
2004 Acts, ch 1021, §14, 118; 2016 Acts, ch 1097, §4
Referred to in §488.102, 488.802, 488.803, 488.807A, 488.906
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.115 - Change of registered office or registered agent for service of process.

488.115 Change of registered office or registered agent for service of process.
1. In order to change its registered office, registered agent for service of process, or the address of its registered agent for service of process, a limited partnership or a foreign limited partnership may deliver to the secretary of state for filing a statement of change containing all of the following:
a. The name of the limited partnership or foreign limited partnership.
b. The street and mailing address of its current registered office.
c. If the current registered office is to be changed, the street and mailing address of the new registered office.
d. The name and street and mailing address of its current registered agent for service of process.
e. If the current registered agent for service of process or an address of the agent is to be changed, the new information.
2. Subject to section 488.206, subsection 3, a statement of change is effective when filed by the secretary of state.
2004 Acts, ch 1021, §15, 118; 2016 Acts, ch 1097, §5
Referred to in §488.202, 488.208, 488.210, 488.906
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.116 - Resignation of registered agent for service of process.

488.116 Resignation of registered agent for service of process.
1. In order to resign as a registered agent for service of process of a limited partnership or foreign limited partnership, the agent must deliver to the secretary of state for filing a statement of resignation containing the name of the limited partnership or foreign limited partnership.
2. After receiving a statement of resignation, the secretary of state shall file it and mail a copy to the registered office of the limited partnership or foreign limited partnership and another copy to the principal office if the address of the office appears in the records of the secretary of state and is different from the address of the registered office.
3. A statement of resignation takes effect on the earlier of the following:
a. 12:01 a.m. on the thirty-first day after the day on which it is filed with the secretary of state.
b. The designation of a new registered agent for the limited partnership.
2004 Acts, ch 1021, §16, 118; 2016 Acts, ch 1097, §6; 2020 Acts, ch 1058, §2
Referred to in §9.11, 488.206
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.117 - Service of process.

488.117 Service of process.
1. A registered agent for service of process appointed by a limited partnership or foreign limited partnership is a registered agent of the limited partnership or foreign limited partnership for service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership.
2. If a limited partnership or foreign limited partnership does not appoint or maintain a registered agent for service of process in this state or the registered agent for service of process cannot with reasonable diligence be found at the registered agent’s address, the secretary of state is an agent of the limited partnership or foreign limited partnership upon whom process, notice, or demand may be served.
3. Service of any process, notice, or demand on the secretary of state may be made by delivering to and leaving with the secretary of state duplicate copies of the process, notice, or demand. If a process, notice, or demand is served on the secretary of state, the secretary of state shall forward one of the copies by certified mail or restricted certified mail to the limited partnership or foreign limited partnership at its registered office.
4. Service is effected under subsection 3 at the earliest of any of the following:
a. The date the limited partnership or foreign limited partnership receives the process, notice, or demand.
b. The date shown on the return receipt, if signed on behalf of the limited partnership or foreign limited partnership.
c. Five days after the process, notice, or demand is deposited in the mail, if mailed postpaid and correctly addressed.
5. The secretary of state shall keep a record of each process, notice, and demand served pursuant to this section and record the time of, and the action taken regarding, the service.
6. This section does not affect the right to serve process, notice, or demand in any other manner provided by law.
2004 Acts, ch 1021, §17, 118; 2016 Acts, ch 1097, §7
Referred to in §488.1105, 488.1109
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.117A - Fees.

488.117A Fees.
1. The secretary of state shall collect the following fees when the documents described in this subsection are delivered to the secretary’s office for filing:
a. Certificate of limited partnership $100
b. Application for registration of foreign
limited partnership and for issuance of a
certificate of registration to transact business
in this state $100
c. Amendment to certificate of limited
partnership $100
d. Amendment to application for
registration of foreign limited partnership $100
e. Cancellation of certificate of limited
partnership $ 20
f. Cancellation of registration of foreign
limited partnership $ 20
g. A consent required to be filed under
this chapter $ 20
h. Application to reserve a limited
partnership name $ 10
i. A notice of transfer of reservation of
name $ 10
j. Articles of correction $ 5
k. Application for certificate of existence
or registration $ 5
l. A statement of dissociation $ 20
m. A statement of dissolution $ 20
n. A statement of termination $ 20
o. A statement of change $ 20
p. Any other document required or
permitted to be filed $ 5
2. The secretary of state shall collect a fee of five dollars each time process is served on the secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
3. The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a limited partnership or foreign limited partnership:
a. One dollar per page for copying.
b. Five dollars for certification.
2004 Acts, ch 1021, §107, 118
C2005, §488.1206
2019 Acts, ch 24, §104
C2020, §488.117A
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.118 - Consent and proxies of partners.

488.118 Consent and proxies of partners.
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact.
2004 Acts, ch 1021, §18, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.201 - Formation of limited partnership — certificate of limited partnership.

488.201 Formation of limited partnership — certificate of limited partnership.
1. In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state all of the following:
a. The name of the limited partnership, which must comply with section 488.108.
b. The street and mailing address of the initial registered office and the name and street and mailing address of the initial registered agent for service of process.
c. The name and the street and mailing address of each general partner.
d. Whether the limited partnership is a limited liability limited partnership.
e. Any additional information required by article 11.
2. A certificate of limited partnership may also contain any other matters but shall not vary or otherwise affect the provisions specified in section 488.110, subsection 2, in a manner inconsistent with that subsection.
3. If there has been substantial compliance with subsection 1, subject to section 488.206, subsection 3, a limited partnership is formed when the secretary of state files the certificate of limited partnership. The secretary of state’s filing of the certificate is conclusive proof that all conditions precedent to formation of the limited partnership have been satisfied except in a proceeding by the state to cancel or revoke the certificate or involuntarily dissolve the limited partnership.
4. Subject to subsection 2, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger, all of the following apply:
a. The partnership agreement prevails as to partners and transferees.
b. The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
2004 Acts, ch 1021, §19, 118; 2016 Acts, ch 1097, §8
Referred to in §488.102, 488.1104, 488.1204, 633A.4606
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.202 - Amendment or restatement of certificate.

488.202 Amendment or restatement of certificate.
1. In order to amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment or, pursuant to article 11, articles of merger stating all of the following:
a. The name of the limited partnership.
b. The date of filing of its initial certificate.
c. The changes the amendment makes to the certificate as most recently amended or restated.
2. A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect any of the following:
a. The admission of a new general partner.
b. The dissociation of a person as a general partner.
c. The appointment of a person to wind up the limited partnership’s activities under section 488.803, subsection 3 or 4.
3. A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly do at least one of the following:
a. Cause the certificate to be amended.
b. If appropriate, deliver to the secretary of state for filing a statement of change pursuant to section 488.115 or a statement of correction pursuant to section 488.207.
4. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
5. A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment.
6. Subject to section 488.206, subsection 3, an amendment or restated certificate is effective when filed by the secretary of state.
2004 Acts, ch 1021, §20, 118; 2004 Acts, ch 1175, §376
Referred to in §9.11, 488.208
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.203 - Statement of termination.

488.203 Statement of termination.
A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states all of the following:
1. The name of the limited partnership.
2. The date of filing of its initial certificate of limited partnership.
3. Any other information as determined by the general partners filing the statement or by a person appointed pursuant to section 488.803, subsection 3 or 4.
2004 Acts, ch 1021, §21, 118
Referred to in §488.803
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.205 - Signing and filing pursuant to judicial order.

488.205 Signing and filing pursuant to judicial order.
1. If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the appropriate court to order any of the following:
a. The person to sign the record.
b. The person to deliver the record to the secretary of state for filing.
c. The secretary of state to file the record unsigned.
2. If the person aggrieved under subsection 1 is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection 1 may seek the remedies provided in subsection 1 in the same action in combination or in the alternative.
3. A record filed unsigned pursuant to this section is effective without being signed.
2004 Acts, ch 1021, §23, 118
Referred to in §488.208
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.206A - Secretary of state — extra services — surcharge.

488.206A Secretary of state — extra services — surcharge.
Upon the request of a filer of a document under this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II.
2021 Acts, ch 165, §255
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.207 - Correcting filed record.

488.207 Correcting filed record.
1. A limited partnership or foreign limited partnership may deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the secretary of state and filed by the secretary of state, if at the time of filing the record contained false or erroneous information or was defectively signed.
2. A statement of correction shall not state a delayed effective date and must do all of the following:
a. Describe the record to be corrected, including its filing date, or attach a copy of the record as filed.
b. Specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective.
c. Correct the incorrect information or defective signature.
3. When filed by the secretary of state, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed for the following:
a. For the purposes of section 488.103, subsections 3 and 4.
b. As to persons relying on the uncorrected record and adversely affected by the correction.
2004 Acts, ch 1021, §25, 118
Referred to in §9.14, 488.202, 488.206, 488.208
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.208 - Liability for false information in filed record — penalty.

488.208 Liability for false information in filed record — penalty.
1. If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from any or all of the following:
a. A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be false at the time the record was signed.
b. A general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 488.202, file a petition pursuant to section 488.205, or deliver to the secretary of state for filing a statement of change pursuant to section 488.115 or a statement of correction pursuant to section 488.207.
2. Signing a record authorized or required to be filed under this chapter that the signer knows to be false in material respect constitutes a serious misdemeanor punishable by a fine not to exceed one thousand dollars.
2004 Acts, ch 1021, §26, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.209 - Certificate of existence or authorization.

488.209 Certificate of existence or authorization.
1. The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of limited partnership and has not filed a statement of termination. A certificate of existence must state all of the following:
a. The limited partnership’s name.
b. That it was duly formed under the laws of this state and the date of formation.
c. Whether all fees, taxes, and penalties under this chapter or other law due the secretary of state have been paid.
d. Whether the limited partnership’s most recent biennial report required by section 488.210 has been filed by the secretary of state.
e. Whether the secretary of state has administratively dissolved the limited partnership.
f. Whether the limited partnership’s certificate of limited partnership has been amended to state that the limited partnership is dissolved.
g. That a statement of termination has not been filed by the secretary of state.
h. Other facts of record in the office of the secretary of state which may be requested by the applicant.
2. The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of authorization for a foreign limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state all of the following:
a. The foreign limited partnership’s name and any alternate name adopted under section 488.905, subsection 1, for use in this state.
b. That it is authorized to transact business in this state.
c. Whether all fees, taxes, and penalties under this chapter or other law due the secretary of state have been paid.
d. Whether the foreign limited partnership’s most recent biennial report required by section 488.210 has been filed by the secretary of state.
e. That the secretary of state has not revoked its certificate of authority and has not filed a notice of cancellation.
f. Other facts of record in the office of the secretary of state which may be requested by the applicant.
3. Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this state.
2004 Acts, ch 1021, §27, 118; 2004 Acts, ch 1175, §377, 378
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT › Section 488.210 - Biennial report for secretary of state.

488.210 Biennial report for secretary of state.
1. A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the secretary of state for filing a biennial report that states all of the following:
a. The name of the limited partnership or foreign limited partnership.
b. The street and mailing address of its registered office and the name and street and mailing address of its registered agent for service of process in this state.
c. In the case of a limited partnership, the street and mailing address of its principal office.
d. In the case of a foreign limited partnership, the state or other jurisdiction under whose law the foreign limited partnership is formed and any alternate name adopted under section 488.905, subsection 1.
2. Information in a biennial report must be current as of the date the biennial report is delivered to the secretary of state for filing.
3. If a biennial report does not contain the information required in subsection 1, the secretary of state shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection 1 and delivered to the secretary of state within thirty days after the effective date of the notice, it is timely delivered.
4. If a filed biennial report contains an address of a registered office or the name or address of a registered agent for service of process which differs from the information shown in the records of the secretary of state immediately before the filing, the differing information in the biennial report is considered a statement of change under section 488.115.
5. The first biennial report shall be delivered to the secretary of state between January 1 and April 1 of the first odd-numbered year following the calendar year in which a limited partnership was formed or a foreign limited partnership was authorized to transact business. Subsequent biennial reports must be delivered to the secretary of state between January 1 and April 1 of the following odd-numbered calendar years. A filing fee for the biennial report shall be determined by the secretary of state. For purposes of this section, each biennial report shall contain information related to the two-year period immediately preceding the calendar year in which the report is filed.
2004 Acts, ch 1021, §28, 118; 2016 Acts, ch 1097, §9, 10
Referred to in §9.11, 488.111, 488.209, 488.906