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2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.401 - Partner’s rights and duties.

486A.401 Partner’s rights and duties.
1. Each partner is deemed to have an account subject to the following:
a. The account is credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits.
b. The account is charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.
2. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.
3. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the partner’s duties to the partnership or the other partners.
4. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
5. A payment or advance made by a partner which gives rise to a partnership obligation under subsection 3 or 4 constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
6. Each partner has equal rights in the management and conduct of the partnership business.
7. A partner may use or possess partnership property only on behalf of the partnership.
8. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
9. A person may become a partner only with the consent of all of the partners.
10. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
11. This section does not affect the obligations of a partnership to other persons under section 486A.301.
98 Acts, ch 1201, §20, 79, 82
Referred to in §486A.405
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.403 - Partner’s rights and duties with respect to information.

486A.403 Partner’s rights and duties with respect to information.
1. A partnership shall keep its books and records, if any, at its chief executive office.
2. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which the former partners were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
3. Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability, all of the following:
a. Without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this chapter.
b. On demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
98 Acts, ch 1201, §22, 79, 82
Referred to in §486A.103, 486A.405
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.404 - General standards of partner’s conduct.

486A.404 General standards of partner’s conduct.
1. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections 2 and 3.
2. A partner’s duty of loyalty to the partnership and the other partners is limited to the following:
a. To account to the partnership and hold as trustee for the partnership any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity.
b. To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership.
c. To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
3. A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
4. A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
5. A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.
6. A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
7. This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
98 Acts, ch 1201, §23, 79, 82
Referred to in §486A.103, 486A.405, 486A.601, 486A.603
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.405 - Actions by partnership and partners.

486A.405 Actions by partnership and partners.
1. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
2. A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to do any of the following:
a. Enforce the partner’s rights under the partnership agreement.
b. Enforce the partner’s rights under this chapter, including any or all of the following:
(1) The partner’s rights under section 486A.401, 486A.403, or 486A.404.
(2) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to section 486A.701 or enforce any other right under article 6 or 7.
(3) The partner’s right to compel a dissolution and winding up of the partnership business under section 486A.801 or enforce any other right under article 8.
c. Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
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.
98 Acts, ch 1201, §24, 79, 82
Referred to in §486A.701
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.406 - Continuation of partnership beyond definite term or particular undertaking.

486A.406 Continuation of partnership beyond definite term or particular undertaking.
1. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
2. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
98 Acts, ch 1201, §25, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.501 - Partner not co-owner of partnership property.

486A.501 Partner not co-owner of partnership property.
A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
98 Acts, ch 1201, §26, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.502 - Partner’s transferable interest in partnership.

486A.502 Partner’s transferable interest in partnership.
The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The interest is personal property.
98 Acts, ch 1201, §27, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.503 - Transfer of partner’s transferable interest.

486A.503 Transfer of partner’s transferable interest.
1. A transfer, in whole or in part, of a partner’s transferable interest in the partnership is or does all of the following:
a. Is permissible.
b. Does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business.
c. Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
2. A transferee of a partner’s transferable interest in the partnership has a right to all of the following:
a. To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
b. To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor.
c. To seek under section 486A.801, subsection 6, a judicial determination that it is equitable to wind up the partnership business.
3. In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
4. Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
5. A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer.
6. A transfer of a partner’s transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
98 Acts, ch 1201, §28, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.504 - Partner’s transferable interest subject to charging order.

486A.504 Partner’s transferable interest subject to charging order.
1. On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
2. A charging order constitutes a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
3. At any time before foreclosure, an interest charged may be redeemed by or with any of the following:
a. By the judgment debtor.
b. With property other than partnership property, by one or more of the other partners.
c. With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
4. This chapter does not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.
5. This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership.
98 Acts, ch 1201, §29, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.602 - Partner’s power to dissociate — wrongful dissociation.

486A.602 Partner’s power to dissociate — wrongful dissociation.
1. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 486A.601, subsection 1.
2. A partner’s dissociation is wrongful only if any of the following applies:
a. It is in breach of an express provision of the partnership agreement.
b. In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking if any of the following occur:
(1) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner’s dissociation by death or otherwise under section 486A.601, subsections 6 through 10, or wrongful dissociation under this subsection.
(2) The partner is expelled by judicial determination under section 486A.601, subsection 5.
(3) The partner is dissociated by becoming a debtor in bankruptcy.
(4) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
3. A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
98 Acts, ch 1201, §31, 79, 82
Referred to in §486A.103, 486A.701, 486A.801
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.603 - Effect of partner’s dissociation.

486A.603 Effect of partner’s dissociation.
1. If a partner’s dissociation results in a dissolution and winding up of the partnership business, article 8 applies; otherwise, article 7 applies.
2. Upon a partner’s dissociation all of the following apply:
a. The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 486A.803.
b. The partner’s duty of loyalty under section 486A.404, subsection 2, paragraph “c”, terminates.
c. The partner’s duty of loyalty under section 486A.404, subsection 2, paragraphs “a” and “b”, and duty of care under section 486A.404, subsection 3, continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to section 486A.803.
98 Acts, ch 1201, §32, 79, 82
Referred to in §486A.103
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.702 - Dissociated partner’s power to bind and liability to partnership.

486A.702 Dissociated partner’s power to bind and liability to partnership.
1. For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9, is bound by an act of the dissociated partner which would have bound the partnership under section 486A.301 before dissociation only if at the time of entering into the transaction all of the following apply:
a. The other party reasonably believed that the dissociated partner was then a partner.
b. The other party did not have notice of the partner’s dissociation.
c. The other party is not deemed to have had knowledge under section 486A.303, subsection 5, or notice under section 486A.704, subsection 3.
2. A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection 1.
98 Acts, ch 1201, §34, 79, 82
Referred to in §486A.701, 486A.704, 486A.906
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.703 - Dissociated partner’s liability to other persons.

486A.703 Dissociated partner’s liability to other persons.
1. A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection 2.
2. A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under article 9, within two years after the partner’s dissociation, only if the partner is liable for the obligation under section 486A.306 and at the time of entering into the transaction all of the following apply:
a. The other party reasonably believed that the dissociated partner was then a partner.
b. The other party did not have notice of the partner’s dissociation.
c. The other party is not deemed to have had knowledge under section 486A.303, subsection 5, or notice under section 486A.704, subsection 3.
3. By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
4. A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
98 Acts, ch 1201, §35, 79, 82
Referred to in §486A.704, 486A.906
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.704 - Statement of dissociation.

486A.704 Statement of dissociation.
1. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
2. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of section 486A.303, subsections 4 and 5.
3. For the purposes of section 486A.702, subsection 1, paragraph “c”, and section 486A.703, subsection 2, paragraph “c”, a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
98 Acts, ch 1201, §36, 79, 82
Referred to in §486A.101, 486A.303, 486A.702, 486A.703
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.705 - Continued use of partnership name.

486A.705 Continued use of partnership name.
Continued use of a partnership name, or a dissociated partner’s name as part of a partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
98 Acts, ch 1201, §37, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.801 - Events causing dissolution and winding up of partnership business.

486A.801 Events causing dissolution and winding up of partnership business.
A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
1. In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under section 486A.601, subsections 2 through 10, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner.
2. In a partnership for a definite term or particular undertaking if any of the following occur or are present:
a. The expiration of ninety days after a partner’s dissociation by death or otherwise under section 486A.601, subsections 6 through 10, or wrongful dissociation under section 486A.602, subsection 2, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to section 486A.602, subsection 2, paragraph “b”, subparagraph (1), agree to continue the partnership.
b. The express will of all of the partners to wind up the partnership business.
c. The expiration of the term or the completion of the undertaking.
3. An event agreed to in the partnership agreement resulting in the winding up of the partnership business.
4. An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section.
5. On application by a partner, a judicial determination that concludes any of the following:
a. The economic purpose of the partnership is likely to be unreasonably frustrated.
b. Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner.
c. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.
6. On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business at any of the following times:
a. After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer.
b. At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
98 Acts, ch 1201, §38, 79, 82
Referred to in §486A.103, 486A.405, 486A.503, 486A.701
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.802 - Partnership continues after dissolution.

486A.802 Partnership continues after dissolution.
1. Subject to subsection 2, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
2. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event all of the following apply:
a. The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.
b. The rights of a third party accruing under section 486A.804, subsection 1, or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver shall not be adversely affected.
98 Acts, ch 1201, §39, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.803 - Right to wind up partnership business.

486A.803 Right to wind up partnership business.
1. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative, or transferee, the court, for good cause shown, may order judicial supervision of the winding up.
2. The legal representative of the last surviving partner may wind up a partnership’s business.
3. A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to section 486A.807, settle disputes by mediation or arbitration, and perform other necessary acts.
98 Acts, ch 1201, §40, 79, 82
Referred to in §486A.603
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.804 - Partner’s power to bind partnership after dissolution.

486A.804 Partner’s power to bind partnership after dissolution.
Subject to section 486A.805, a partnership is bound by a partner’s act after dissolution that meets any of the following criteria:
1. Is appropriate for winding up the partnership business.
2. Would have bound the partnership under section 486A.301 before dissolution, if the other party to the transaction did not have notice of the dissolution.
98 Acts, ch 1201, §41, 79, 82
Referred to in §486A.802, 486A.805, 486A.806
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.805 - Statement of dissolution.

486A.805 Statement of dissolution.
1. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
2. A statement of dissolution cancels a filed statement of partnership authority for the purposes of section 486A.303, subsection 4, and is a limitation on authority for the purposes of section 486A.303, subsection 5.
3. For the purposes of sections 486A.301 and 486A.804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution ninety days after it is filed.
4. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in section 486A.303, subsections 4 and 5, in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
98 Acts, ch 1201, §42, 79, 82
Referred to in §486A.101, 486A.303, 486A.804
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.806 - Partner’s liability to other partners after dissolution.

486A.806 Partner’s liability to other partners after dissolution.
1. Except as otherwise provided in subsection 2 and section 486A.306, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under section 486A.804.
2. A partner who, with knowledge of the dissolution, incurs a partnership liability under section 486A.804, subsection 2, by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
98 Acts, ch 1201, §43, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.807 - Settlement of accounts and contributions among partners.

486A.807 Settlement of accounts and contributions among partners.
1. In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection 2.
2. Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account, but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 486A.306.
3. If a partner fails to contribute the full amount required under subsection 2, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 486A.306. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under section 486A.306.
4. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 486A.306.
5. The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.
6. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.
98 Acts, ch 1201, §44, 79, 82
Referred to in §486A.701, 486A.803, 486A.906
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.901 - Definitions.

486A.901 Definitions.
In this article:
1. “General partner” means a partner in a partnership and a general partner in a limited partnership.
2. “Limited partner” means a limited partner in a limited partnership.
3. “Limited partnership” means a limited partnership created under chapter 488, predecessor law, or comparable law of another jurisdiction.
4. “Partner” includes both a general partner and a limited partner.
98 Acts, ch 1201, §45, 79, 82; 2004 Acts, ch 1021, §111, 117, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.902 - Conversion of partnership to limited partnership.

486A.902 Conversion of partnership to limited partnership.
1. A partnership may be converted to a limited partnership pursuant to this section.
2. The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.
3. After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include all of the following:
a. A statement that the partnership was converted to a limited partnership from a partnership.
b. Its former name.
c. A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
4. The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.
5. A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner’s liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in chapter 488.
98 Acts, ch 1201, §46, 79, 82; 2004 Acts, ch 1021, §112, 117, 118
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.903 - Conversion of limited partnership to partnership.

486A.903 Conversion of limited partnership to partnership.
1. A limited partnership may be converted to a partnership pursuant to this section.
2. Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.
3. After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
4. The conversion takes effect when the certificate of limited partnership is canceled.
5. A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in section 486A.306, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
98 Acts, ch 1201, §47, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.904 - Effect of conversion — entity unchanged.

486A.904 Effect of conversion — entity unchanged.
1. A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
2. When a conversion takes effect all of the following apply:
a. All property owned by the converting partnership or limited partnership remains vested in the converted entity.
b. All obligations of the converting partnership or limited partnership continue as obligations of the converted entity.
c. An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
98 Acts, ch 1201, §48, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.905 - Merger of partnerships.

486A.905 Merger of partnerships.
1. Pursuant to a plan of merger approved as provided in subsection 3, a partnership may be merged with one or more partnerships or limited partnerships.
2. The plan of merger must set forth all of the following:
a. The name of each partnership or limited partnership that is a party to the merger.
b. The name of the surviving entity into which the other partnerships or limited partnerships will merge.
c. Whether the surviving entity is a partnership or a limited partnership and the status of each partner.
d. The terms and conditions of the merger.
e. The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part.
f. The street address of the surviving entity’s chief executive office.
3. The plan of merger must be approved as follows:
a. In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement.
b. In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
4. After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
5. The merger takes effect on the later of any of the following:
a. The approval of the plan of merger by all parties to the merger, as provided in subsection 3.
b. The filing of all documents required by law to be filed as a condition to the effectiveness of the merger.
c. Any effective date specified in the plan of merger.
98 Acts, ch 1201, §49, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.907 - Statement of merger.

486A.907 Statement of merger.
1. After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.
2. A statement of merger must contain all of the following:
a. The name of each partnership or limited partnership that is a party to the merger.
b. The name of the surviving entity into which the other partnerships or limited partnership were merged.
c. The street address of the surviving entity’s chief executive office and of an office in this state, if any.
d. Whether the surviving entity is a partnership or a limited partnership.
3. Except as otherwise provided in subsection 4, for the purposes of section 486A.302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
4. For the purposes of section 486A.302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
5. A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to section 486A.105, subsection 3, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection 2, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections 3 and 4.
98 Acts, ch 1201, §51, 79, 82
Referred to in §486A.101
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1001 - Statement of qualification.

486A.1001 Statement of qualification.
1. A partnership may become a limited liability partnership pursuant to this section.
2. The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, by the vote necessary to amend those provisions.
3. After the approval required by subsection 2, a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain all of the following:
a. The name of the partnership.
b. The street address of the partnership’s chief executive office and, if different, the street address of an office in this state, if any.
c. The address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain as provided in section 486A.1211.
d. A statement that the partnership elects to be a limited liability partnership.
e. A deferred effective date, if any.
4. The statement shall be executed by one or more partners authorized to execute the statement on behalf of the partnership.
5. The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until the statement is canceled pursuant to section 486A.105, subsection 4.
6. The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection 3.
7. The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
8. An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
98 Acts, ch 1201, §53, 79, 82
Referred to in §486A.101, 486A.201, 486A.306, 486A.1211, 488.108, 490.401, 504.401, 504.403
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1002 - Name.

486A.1002 Name.
The name of a limited liability partnership must end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”.
98 Acts, ch 1201, §54, 79, 82
Referred to in §488.108, 490.401, 504.401, 504.403
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1101 - Law governing foreign limited liability partnership.

486A.1101 Law governing foreign limited liability partnership.
1. The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
2. A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state.
3. A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.
98 Acts, ch 1201, §55, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1102 - Statement of foreign qualification.

486A.1102 Statement of foreign qualification.
1. Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain all of the following:
a. The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”.
b. The street address of the partnership’s chief executive office and, if different, the street address of an office of the partnership in this state, if any.
c. If there is no office of the partnership in this state, the name and street address of the partnership’s agent for service of process.
d. A deferred effective date, if any.
2. The agent of a foreign limited liability partnership for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.
3. The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 486A.105, subsection 4.
4. An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
98 Acts, ch 1201, §56, 79, 82; 2002 Acts, ch 1119, §178
Referred to in §486A.101
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1103 - Effect of failure to qualify.

486A.1103 Effect of failure to qualify.
1. A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification.
2. The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.
3. A limitation on personal liability of a partner is not waived solely by transacting business in this state without a statement of foreign qualification.
4. If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the secretary of state is its agent for service of process with respect to a right of action arising out of the transaction of business in this state.
98 Acts, ch 1201, §57, 79, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 486A - UNIFORM PARTNERSHIP ACT › Section 486A.1104 - Activities not constituting transacting business.

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