Iowa Code § 488.101
Short title
This chapter may be cited as the “Uniform Limited Partnership Act”.
Iowa Code Chapter 488 — Uniform Limited Partnership Act
Iowa · statute · Iowa Code ch. 488 · 108 active provisions
Iowa Code § 488.102
Definitions
As used in this chapter, unless the context otherwise requires: 1. “Certificate of limited partnership” means the certificate required by section 488.201. The term includes the certificate as amended or restated. 2. “Contribution”, except in the phrase “right of contribution”, means any benefit provided by a person to…
Iowa Code § 488.103
Knowledge and notice
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. d.…
Iowa Code § 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 limit…
Iowa Code § 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…
Iowa Code § 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.
Iowa Code § 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.
Iowa Code § 488.108
Name
1. The name of a limited partnership may contain the name of any partner. 2. The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and must not contain the phrase “limited liability limited partnership” or t…
Iowa Code § 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 stat…
Iowa Code § 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…
Iowa Code § 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 cop…
Iowa Code § 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.
Iowa Code § 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 ob…
Iowa Code § 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…
Iowa Code § 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…
Iowa Code § 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…
Iowa Code § 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 l…
Iowa Code § 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 tr…
Iowa Code § 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.
Iowa Code § 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 initi…
Iowa Code § 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…
Iowa Code § 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 determi…
Iowa Code § 488.204
Signing of records
1. Each record delivered to the secretary of state for filing pursuant to this chapter must be signed in the following manner: a. An initial certificate of limited partnership must be signed by all general partners listed in the certificate. b. An amendment adding or deleting a statement that the limited partnership is…
Iowa Code § 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…
Iowa Code § 488.206
Delivery to and filing of records by secretary of state — effective time and date
1. A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record’s purpose, contain the information required by this chapter but may include other information as well, and be in a medium permitted by the secretary of state. The document…
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