Iowa · statute · Iowa Code ch. 486A · 76 active provisions
As used in this chapter, unless the context otherwise requires: 1. “Business” includes every trade, occupation, and profession. 2. “Debtor in bankruptcy” means a person who is the subject of any of the following: a. An order for relief under Tit. 11 of the United States Code or a comparable order under a successor stat…
1. A person knows a fact if the person has actual knowledge of it. 2. A person has notice of a fact if any of the following apply: a. The person knows of it. b. The person has received a notification of it. c. The person has reason to know it exists from all of the facts known to the person at the time in question. 3.…
1. Except as otherwise provided in subsection 2, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the par…
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 is that specified in section 535.3.
1. A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions tha…
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.
1. Except as otherwise provided in subsection 2, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. 2. The law of this state governs relations among the partners and the partnership and the liability of par…
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
1. A partnership is an entity distinct from its partners. 2. A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 486A.1001.
1. Except as otherwise provided in subsection 2, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. 2. An association formed under a statute other than this chapter, a predecessor statute, or a comparable st…
Property acquired by a partnership is property of the partnership and not of the partners individually.
1. Property is partnership property if acquired in the name of any of the following: a. The partnership. b. One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the…
Subject to the effect of a statement of partnership authority under section 486A.303: 1. Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership b…
1. Partnership property may be transferred as follows: a. Subject to the effect of a statement of partnership authority under section 486A.303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. b. Partnership property…
1. A partnership may file a statement of partnership authority as provided in this subsection. a. The statement of partnership authority must include all of the following: 1. The name of the partnership. 2. The street address of its chief executive office and of one office in this state, if there is one. 3. The names a…
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to section 486A.303, subsection 2, may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person’s authorit…
1. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. 2. If, in the course of the partnership’s b…
1. Except as otherwise provided in subsections 2 and 3, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. 2. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation…
1. A partnership may sue and be sued in the name of the partnership. 2. An action may be brought against the partnership and, to the extent not inconsistent with section 486A.306, any or all of the partners in the same action or in separate actions. 3. A judgment against a partnership is not by itself a judgment agains…
1. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a…
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…
A partner has no right to receive, and shall not be required to accept, a distribution in kind.
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 wh…
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…
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 accoun…