FORMATION — CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

Iowa Code tit. XII, ch. 488, art. 2

in effect

Iowa Code § 488.201 Formation of limited partnership — certificate of limited partnership.

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 initial registered office and the name and street and mailing address of the initial registered agent for service of process. c. The name and the street and mailing address of each general partner. d. Whether the limited partnership is a limited liability limited partnership. e. Any additional information required by article 11. 2. A certificate of limited partnership may also contain any other matters but shall not vary or otherwise affect the provisions specified in section 488.110, subsection 2, in a manner inconsistent with that subsection. 3. If there has been substantial compliance with subsection 1, subject to section 488.206, subsection 3, a limited partnership is formed when the secretary of state files the certificate of limited partnership. The secretary of state’s filing of the certificate is conclusive proof that all conditions precedent to formation of the limited partnership have been satisfied except in a proceeding by the state to cancel or revoke the certificate or involuntarily dissolve the limited partnership. 4. Subject to subsection 2, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger, all of the following apply: a. The partnership agreement prevails as to partners and transferees. b. The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment. 2004 Acts, ch 1021, §19, 118; 2016 Acts, ch 1097, §8

Iowa Code § 488.202 Amendment or restatement of certificate.

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 changes the amendment makes to the certificate as most recently amended or restated. 2. A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect any of the following: a. The admission of a new general partner. b. The dissociation of a person as a general partner. c. The appointment of a person to wind up the limited partnership’s activities under section 488.803, subsection 3 or 4. 3. A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly do at least one of the following: a. Cause the certificate to be amended. b. If appropriate, deliver to the secretary of state for filing a statement of change pursuant to section 488.115 or a statement of correction pursuant to section 488.207. 4. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership. 5. A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment. 6. Subject to section 488.206, subsection 3, an amendment or restated certificate is effective when filed by the secretary of state. 2004 Acts, ch 1021, §20, 118; 2004 Acts, ch 1175, §376

Iowa Code § 488.203 Statement of termination.

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 determined by the general partners filing the statement or by a person appointed pursuant to section 488.803, subsection 3 or 4. 2004 Acts, ch 1021, §21, 118

Iowa Code § 488.204 Signing of records.

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 a limited liability limited partnership must be signed by all general partners listed in the certificate. c. An amendment designating as general partner a person admitted under section 488.801, subsection 3, paragraph “b”, following the dissociation of a limited partnership’s last general partner must be signed by the new general partner. d. An amendment required by section 488.803, subsection 3, following the appointment of a person to wind up the dissolved limited partnership’s activities must be signed by that person. e. Any other amendment must be signed by all of the following: (1) At least one general partner listed in the certificate. (2) Each other person designated in the amendment as a new general partner. (3) Each person that the amendment indicates has dissociated as a general partner, unless any of the following applies: (a) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states. (b) The person has previously delivered to the secretary of state for filing a statement of dissociation. f. A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph. g. A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to section 488.803, subsection 3 or 4, to wind up the dissolved limited partnership’s activities. h. Articles of conversion must be signed by each general partner listed in the certificate of limited partnership. i. Articles of merger must be signed as provided in section 488.1108, subsection 1. j. Any other record delivered on behalf of a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate. k. A statement by a person pursuant to section 488.605, subsection 1, paragraph “d”, stating that the person has dissociated as a general partner must be signed by that person. l. A statement of withdrawal by a person pursuant to section 488.306 must be signed by that person. m. A record delivered on behalf of a foreign limited partnership to the secretary of state for filing must be signed by at least one general partner of the foreign limited partnership. n. Any other record delivered on behalf of any person to the secretary of state for filing must be signed by that person. 2. Any person may sign by an attorney in fact any record to be filed pursuant to this chapter. 2004 Acts, ch 1021, §22, 118

Iowa Code § 488.205 Signing and filing pursuant to judicial order.

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 state for filing. c. The secretary of state to file the record unsigned. 2. If the person aggrieved under subsection 1 is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection 1 may seek the remedies provided in subsection 1 in the same action in combination or in the alternative. 3. A record filed unsigned pursuant to this section is effective without being signed. 2004 Acts, ch 1021, §23, 118

Iowa Code § 488.206 Delivery to and filing of records by secretary of state — effective time and date.

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 must be typewritten or printed. If the document is electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form. The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. The secretary of state may adopt rules for the electronic filing of documents and the certification of electronically filed documents. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require an exact or conformed copy to be delivered with the document. Unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the secretary of state shall file the record and perform all of the following: a. For a statement of dissociation, send all of the following: (1) A copy of the filed statement and a receipt for the fees to the person which the statement indicates has dissociated as a general partner. (2) A copy of the filed statement and receipt to the limited partnership. b. For a statement of withdrawal, send all of the following: (1) A copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed. (2) If the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership. c. For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed. 2. Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record. 3. Except as otherwise provided in sections 488.116 and 488.207, a record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the secretary of state is effective according to the following: a. If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed, as evidenced by the secretary of state’s endorsement of the date and time on the record. b. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record. c. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of either of the following: (1) The specified date. (2) The ninetieth day after the record is filed. d. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of either of the following: (1) The specified date. (2) The ninetieth day after the record is filed. 4. If the secretary of state refuses to file a document, the secretary of state shall return it to the limited partnership or foreign limited partnership or its representative, together with a brief, written explanation of the reason for the refusal. 5. The secretary of state’s duty to file documents under this section is ministerial. Filing or refusing to file a document does not do any of the following: a. Affect the validity or invalidity of the document in whole or part. b. Relate to the correctness or incorrectness of information contained in the document. c. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. 2004 Acts, ch 1021, §24, 118

Iowa Code § 488.206A Secretary of state — extra services — surcharge.

488.206A. Secretary of state — extra services — surcharge. 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. 2021 Acts, ch 165, §255

Iowa Code § 488.207 Correcting filed record.

488.207. Correcting filed record. 1. A limited partnership or foreign limited partnership may deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the secretary of state and filed by the secretary of state, if at the time of filing the record contained false or erroneous information or was defectively signed. 2. A statement of correction shall not state a delayed effective date and must do all of the following: a. Describe the record to be corrected, including its filing date, or attach a copy of the record as filed. b. Specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective. c. Correct the incorrect information or defective signature. 3. When filed by the secretary of state, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed for the following: a. For the purposes of section 488.103, subsections 3 and 4. b. As to persons relying on the uncorrected record and adversely affected by the correction. 2004 Acts, ch 1021, §25, 118

Iowa Code § 488.208 Liability for false information in filed record — penalty.

488.208. Liability for false information in filed record — penalty. 1. If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from any or all of the following: a. A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be false at the time the record was signed. b. A general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 488.202, file a petition pursuant to section 488.205, or deliver to the secretary of state for filing a statement of change pursuant to section 488.115 or a statement of correction pursuant to section 488.207. 2. Signing a record authorized or required to be filed under this chapter that the signer knows to be false in material respect constitutes a serious misdemeanor punishable by a fine not to exceed one thousand dollars. 2004 Acts, ch 1021, §26, 118

Iowa Code § 488.209 Certificate of existence or authorization.

488.209. Certificate of existence or authorization. 1. The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of limited partnership and has not filed a statement of termination. A certificate of existence must state all of the following: a. The limited partnership’s name. b. That it was duly formed under the laws of this state and the date of formation. c. Whether all fees, taxes, and penalties under this chapter or other law due the secretary of state have been paid. d. Whether the limited partnership’s most recent biennial report required by section 488.210 has been filed by the secretary of state. e. Whether the secretary of state has administratively dissolved the limited partnership. f. Whether the limited partnership’s certificate of limited partnership has been amended to state that the limited partnership is dissolved. g. That a statement of termination has not been filed by the secretary of state. h. Other facts of record in the office of the secretary of state which may be requested by the applicant. 2. The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of authorization for a foreign limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state all of the following: a. The foreign limited partnership’s name and any alternate name adopted under section 488.905, subsection 1, for use in this state. b. That it is authorized to transact business in this state. c. Whether all fees, taxes, and penalties under this chapter or other law due the secretary of state have been paid. d. Whether the foreign limited partnership’s most recent biennial report required by section 488.210 has been filed by the secretary of state. e. That the secretary of state has not revoked its certificate of authority and has not filed a notice of cancellation. f. Other facts of record in the office of the secretary of state which may be requested by the applicant. 3. Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this state. 2004 Acts, ch 1021, §27, 118; 2004 Acts, ch 1175, §377, 378

Iowa Code § 488.210 Biennial report for secretary of state.

488.210. Biennial report for secretary of state. 1. A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the secretary of state for filing a biennial report that states all of the following: a. The name of the limited partnership or foreign limited partnership. b. The street and mailing address of its registered office and the name and street and mailing address of its registered agent for service of process in this state. c. In the case of a limited partnership, the street and mailing address of its principal office. d. In the case of a foreign limited partnership, the state or other jurisdiction under whose law the foreign limited partnership is formed and any alternate name adopted under section 488.905, subsection 1. 2. Information in a biennial report must be current as of the date the biennial report is delivered to the secretary of state for filing. 3. If a biennial report does not contain the information required in subsection 1, the secretary of state shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection 1 and delivered to the secretary of state within thirty days after the effective date of the notice, it is timely delivered. 4. If a filed biennial report contains an address of a registered office or the name or address of a registered agent for service of process which differs from the information shown in the records of the secretary of state immediately before the filing, the differing information in the biennial report is considered a statement of change under section 488.115. 5. The first biennial report shall be delivered to the secretary of state between January 1 and April 1 of the first odd-numbered year following the calendar year in which a limited partnership was formed or a foreign limited partnership was authorized to transact business. Subsequent biennial reports must be delivered to the secretary of state between January 1 and April 1 of the following odd-numbered calendar years. A filing fee for the biennial report shall be determined by the secretary of state. For purposes of this section, each biennial report shall contain information related to the two-year period immediately preceding the calendar year in which the report is filed. 2004 Acts, ch 1021, §28, 118; 2016 Acts, ch 1097, §9, 10