GENERAL PROVISIONS

Iowa Code tit. XII, ch. 488, art. 1

in effect

Iowa Code § 488.101 Short title.

488.101. Short title. This chapter may be cited as the “Uniform Limited Partnership Act”. 2004 Acts, ch 1021, §1, 118

Iowa Code § 488.102 Definitions.

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 a limited partnership in order to become a partner or in the person’s capacity as a partner. 3. “Debtor in bankruptcy” means a person that is the subject of either of the following: a. An order for relief under Tit. 11 of the United States Code or a comparable order under a successor statute of general application. b. A comparable order under federal, state, or foreign law governing insolvency. 4. “Deliver”, “delivery”, or “delivered” means any method of delivery used in conventional commercial practice, including delivery in person, by mail, commercial delivery, and electronic transmission. 5. “Distribution” means a transfer of money or other property from a limited partnership to a partner in the partner’s capacity as a partner or to a transferee on account of a transferable interest owned by the transferee. 6. “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. 7. “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 488.404, subsection 3. 8. “Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than Iowa and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership. 9. “General partner” means: a. With respect to a limited partnership, a person that is either of the following: (1) A person that becomes a general partner under section 488.401. (2) A person that was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 488.1204, subsection 1 or 2. b. With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. 10. “Limited liability limited partnership”, except in the phrase “foreign limited liability limited partnership”, means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership. 11. “Limited partner” means: a. With respect to a limited partnership, a person that is either of the following: (1) A person that becomes a limited partner under section 488.301. (2) A person that was a limited partner in a limited partnership when the limited partnership became subject to this chapter under section 488.1204, subsection 1 or 2. b. With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership. 12. “Limited partnership”, except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership”, means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under article 11 or section 488.1204, subsection 1 or 2. The term includes a limited liability limited partnership. 13. “Partner” means a limited partner or general partner. 14. “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended. 15. “Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, or government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. 16. “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership. 17. “Principal office” means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state. 18. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. 19. “Registered office” means: a. With respect to a limited partnership, the office that the limited partnership is required to designate and maintain under section 488.114. b. With respect to a foreign limited partnership, its principal office. 20. “Required information” means the information that a limited partnership is required to maintain under section 488.111. 21. “Sign” means either of the following: a. To execute or adopt a tangible symbol with the present intent to authenticate a record. b. To attach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record. 22. “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. 23. “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. 24. “Transferable interest” means a partner’s right to receive distributions. 25. “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. 2004 Acts, ch 1021, §2, 118; 2004 Acts, ch 1175, §373 – 375; 2010 Acts, ch 1061, §180; 2016 Acts, ch 1097, §1, 2

Iowa Code § 488.103 Knowledge and notice.

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. The person has notice of it under subsection 3 or 4. 3. A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection 4, the certificate is not notice of any other fact. 4. A person has notice of any of the following: a. Another person’s dissociation as a general partner, ninety days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated, or ninety days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first. b. A limited partnership’s dissolution, ninety days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved. c. A limited partnership’s termination, ninety days after the effective date of a statement of termination. d. A limited partnership’s conversion under article 11, ninety days after the effective date of the articles of conversion. e. A merger under article 11, ninety days after the effective date of the articles of merger. 5. A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. 6. A person receives a notification when either of the following applies: a. Notification comes to the person’s attention. b. Notification is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications. 7. Except as otherwise provided in subsection 8, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. 8. A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership. 2004 Acts, ch 1021, §3, 118

Iowa Code § 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

Iowa Code § 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

Iowa Code § 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

Iowa Code § 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

Iowa Code § 488.108 Name.

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 the abbreviation “LLLP” or “L. L. L. P.”. 3. The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L. L. L. P.” and must not contain the abbreviation “LP” or “L. P.”. 4. Unless authorized by subsection 5, the name of a limited partnership must be distinguishable in the records of the secretary of state from all of the following: a. The name of each person other than an individual incorporated, organized, or authorized to transact business in this state. b. A name reserved, registered, or protected as follows: (1) For a limited liability partnership, section 486A.1001 or 486A.1002. (2) For a limited partnership, this section, section 488.109, or section 488.810. (3) For a business corporation, section 490.401, 490.402, 490.403, or 490.1422. (4) For a limited liability company under chapter 489, section 489.112, 489.113, 489.114, or 489.710. (5) For a nonprofit corporation, section 504.401, 504.402, 504.403, or 504.1423. 5. A limited partnership may apply to the secretary of state for authorization to use a name that does not comply with subsection 4. The secretary of state shall authorize use of the name applied for if, as to each conflicting name, at least one of the following applies: a. The present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the secretary of state to change the conflicting name to a name that complies with subsection 4 and is distinguishable in the records of the secretary of state from the name applied for. b. The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state. c. The applicant delivers to the secretary of state proof satisfactory to the secretary of state that at least one of the following applies to the present user, registrant, or owner of the conflicting name: (1) The present user, registrant, or owner of the conflicting name has merged into the applicant. (2) The present user, registrant, or owner of the conflicting name has been converted into the applicant. (3) The present user, registrant, or owner of the conflicting name has transferred substantially all of its assets, including the conflicting name, to the applicant. 6. Subject to section 488.905, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority. 7. This chapter does not control the use of fictitious names. However, a limited partnership which uses a fictitious name in this state shall deliver to the secretary of state for filing a copy of the resolution of the limited partnership certified by its general partners, adopting the fictitious name. 2004 Acts, ch 1021, §8, 118; 2004 Acts, ch 1049, §191; 2005 Acts, ch 4, §1; 2005 Acts, ch 19, §70; 2006 Acts, ch 1089, §1; 2008 Acts, ch 1162, §137, 154, 155; 2023 Acts, ch 152, §149, 161

Iowa Code § 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

Iowa Code § 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

Iowa Code § 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

Iowa Code § 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

Iowa Code § 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

Iowa Code § 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

Iowa Code § 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

Iowa Code § 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

Iowa Code § 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

Iowa Code § 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, 118C2005, §488.1206 2019 Acts, ch 24, §104C2020, §488.117A

Iowa Code § 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