FOREIGN LIMITED PARTNERSHIPS

Iowa Code tit. XII, ch. 488, art. 9

in effect

Iowa Code § 488.901 Governing law.

488.901. Governing law. 1. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership. 2. A foreign limited partnership shall not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state. 3. A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership shall not engage in or exercise in this state. 2004 Acts, ch 1021, §76, 118

Iowa Code § 488.902 Application for certificate of authority.

488.902. Application for certificate of authority. 1. A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state all of the following: a. The name of the foreign limited partnership and, if the name does not comply with section 488.108, an alternate name adopted pursuant to section 488.905, subsection 1. b. The name of the state or other jurisdiction under whose law the foreign limited partnership is organized. c. The street and mailing address of the foreign limited partnership’s principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office. d. The name and street and mailing address of the foreign limited partnership’s initial registered agent for service of process in this state. e. The name and street and mailing address of each of the foreign limited partnership’s general partners. f. Whether the foreign limited partnership is a foreign limited liability limited partnership. 2. A foreign limited partnership shall deliver with the completed application a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of the foreign limited partnership’s publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized. 2004 Acts, ch 1021, §77, 118; 2016 Acts, ch 1097, §16

Iowa Code § 488.903 Activities not constituting transacting business.

488.903. Activities not constituting transacting business. 1. Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include all of the following: a. Maintaining, defending, and settling an action or proceeding. b. Holding meetings of its partners or carrying on any other activity concerning its internal affairs. c. Maintaining accounts in financial institutions. d. Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities. e. Selling through independent contractors. f. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts. g. Creating or acquiring indebtedness, mortgages, or security interests in real or personal property. h. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired. i. Owning, without more, real or personal property. j. Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner. k. Transacting business in interstate commerce. 2. For purposes of this article, the ownership in this state of income-producing real 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 contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state. 2004 Acts, ch 1021, §78, 118

Iowa Code § 488.904 Approval of application for certificate of authority — notification.

488.904. Approval of application for certificate of authority — notification. Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon receiving payment of all filing fees, shall file the application, notify the applicant that the application has been approved, and provide a receipt for the payment of fees. Such notification shall serve as certificate of authority to transact business in this state. 2004 Acts, ch 1021, §79, 118

Iowa Code § 488.905 Noncomplying name of foreign limited partnership.

488.905. Noncomplying name of foreign limited partnership. 1. A foreign limited partnership whose name does not comply with section 488.108 shall not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 488.108. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not also comply with chapter 547. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name unless the foreign limited partnership is authorized under chapter 547 to transact business in this state under another name. 2. If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with section 488.108, it shall not thereafter transact business in this state until it complies with subsection 1 and obtains an amended certificate of authority. 2004 Acts, ch 1021, §80, 118

Iowa Code § 488.906 Revocation of certificate of authority.

488.906. Revocation of certificate of authority. 1. A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the secretary of state in the manner provided in subsections 2 and 3 if the foreign limited partnership does not do any of the following: a. Pay, within sixty days after the due date, any fee, tax or penalty under this chapter or other law due the secretary of state. b. Deliver, within sixty days after the due date, its biennial report required under section 488.210. c. Appoint and maintain a registered agent for service of process as required by section 488.114, subsection 2. d. Deliver for filing a statement of a change under section 488.115 within thirty days after a change has occurred in the name or address of the registered agent for service of process. 2. In order to revoke a certificate of authority, the secretary of state must prepare, sign, and file a notice of revocation and send a copy to the foreign limited partnership’s registered agent for service of process in this state, or if the foreign limited partnership does not appoint and maintain a proper agent in this state, to the foreign limited partnership’s registered office. The notice must state all of the following: a. The revocation’s effective date, which must be at least sixty days after the date the secretary of state sends the copy. b. The foreign limited partnership’s failures to comply with subsection 1 which are the reason for the revocation. 3. The authority of the foreign limited partnership to transact business in this state ceases on the effective date of the notice of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection 1 stated in the notice. If the foreign limited partnership cures the failures, the secretary of state shall so indicate on the filed notice. 2004 Acts, ch 1021, §81, 118; 2004 Acts, ch 1175, §382; 2016 Acts, ch 1097, §17, 18

Iowa Code § 488.907 Cancellation of certificate of authority — effect of failure to have certificate.

488.907. Cancellation of certificate of authority — effect of failure to have certificate. 1. In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 488.206. 2. A foreign limited partnership transacting business in this state shall not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state. 3. The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state. 4. A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of authority. 5. If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state. 2004 Acts, ch 1021, §82, 118

Iowa Code § 488.908 Action by attorney general.

488.908. Action by attorney general. The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article. 2004 Acts, ch 1021, §83, 118