DISSOLUTION

Iowa Code tit. XII, ch. 488, art. 8

in effect

Iowa Code § 488.801 Nonjudicial dissolution.

488.801. Nonjudicial dissolution. Except as otherwise provided in section 488.802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: 1. The happening of an event specified in the partnership agreement. 2. The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. 3. After the dissociation of a person as a general partner, upon occurrence of either of the following: a. If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within ninety days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective. b. If the limited partnership does not have a remaining general partner, the passage of ninety days after the dissociation, unless before the end of the period, all of the following occur: (1) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. (2) At least one person is admitted as a general partner in accordance with the consent. 4. The passage of ninety days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner. 5. The signing and filing of a declaration of dissolution by the secretary of state under section 488.809, subsection 3. 2004 Acts, ch 1021, §63, 118

Iowa Code § 488.802 Judicial dissolution.

488.802. Judicial dissolution. On application by or for a partner, the district court for the county in which the office described in section 488.114, subsection 1, paragraph “a”, is located may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. 2004 Acts, ch 1021, §64, 118

Iowa Code § 488.803 Winding up.

488.803. Winding up. 1. A limited partnership continues after dissolution only for the purpose of winding up its activities. 2. In winding up its activities, the limited partnership: a. May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 488.203, and perform other necessary acts. b. Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership. 3. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection: a. Has the powers of a general partner under section 488.804. b. Shall promptly amend the certificate of limited partnership to state all of the following: (1) That the limited partnership does not have a general partner. (2) The name of the person that has been appointed to wind up the limited partnership. (3) The street and mailing address of the person. 4. On the application of any partner, the district court in the county in which the office described in section 488.114, subsection 1, paragraph “a”, is located may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if any of the following applies: a. A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection 3. b. The applicant establishes other good cause. 2004 Acts, ch 1021, §65, 118

Iowa Code § 488.804 Power of general partner and person dissociated as general partner to bind partnership after dissolution.

488.804. Power of general partner and person dissociated as general partner to bind partnership after dissolution. 1. A limited partnership is bound by a general partner’s act after dissolution in which any of the following applies: a. The act is appropriate for winding up the limited partnership’s activities. b. The act would have bound the limited partnership under section 488.402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. 2. A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if both of the following apply: a. At the time the other party enters into the transaction, all of the following apply: (1) Less than two years have passed since the dissociation. (2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner. b. At least one of the following applies: (1) The act is appropriate for winding up the limited partnership’s activities. (2) The act would have bound the limited partnership under section 488.402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution. 2004 Acts, ch 1021, §66, 118

Iowa Code § 488.805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

488.805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. 1. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 488.804, subsection 1, by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable for all of the following: a. To the limited partnership for any damage caused to the limited partnership arising from the obligation. b. If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. 2. If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 488.804, subsection 2, the person is liable for all of the following: a. To the limited partnership for any damage caused to the limited partnership arising from the obligation. b. If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. 2004 Acts, ch 1021, §67, 118

Iowa Code § 488.806 Known claims against dissolved limited partnership.

488.806. Known claims against dissolved limited partnership. 1. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2. 2. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must do all of the following: a. Specify the information required to be included in a claim. b. Provide a mailing address to which the claim is to be sent. c. State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant. d. State that the claim will be barred if not received by the deadline. e. Unless the limited partnership has been throughout its existence a limited liability limited partnership or elected under prior law to become a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 488.404. 3. A claim against a dissolved limited partnership is barred if the requirements of subsection 2 are met and at least one of the following applies: a. The claim is not received by the specified deadline. b. In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within ninety days after the receipt of the notice of the rejection. 4. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date. 2004 Acts, ch 1021, §68, 118

Iowa Code § 488.807 Other claims against dissolved limited partnership.

488.807. Other claims against dissolved limited partnership. 1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. 2. The notice must do all of the following: a. Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this state, in the county in which the limited partnership’s registered office is or was last located. b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent. c. State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five years after publication of the notice. d. Unless the limited partnership has been throughout its existence a limited liability limited partnership or elected under prior law to become a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 488.404. 3. If a dissolved limited partnership publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice: a. A claimant that did not receive notice in a record under section 488.806. b. A claimant whose claim was timely sent to the dissolved limited partnership but not acted on. c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. 4. A claim not barred under this section may be enforced: a. Against the dissolved limited partnership, to the extent of its undistributed assets. b. If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership. c. Against any person liable on the claim under section 488.404. 2004 Acts, ch 1021, §69, 118; 2016 Acts, ch 1097, §14

Iowa Code § 488.807A Court proceedings.

488.807A. Court proceedings. 1. A dissolved limited partnership that has published a notice under section 488.807 may file an application with the district court of the county in which the office described in section 488.114 is located for a determination of the amount and form of security to be provided for the payment of claims that are contingent or have not been made known to the dissolved limited partnership or that are based on an event occurring after the effective date of dissolution but that based on the facts known to the dissolved limited partnership, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 488.807. 2. Within ten days after the filing of the application, notice of the proceeding shall be given by the dissolved limited partnership to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved limited partnership. 3. The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved limited partnership. 4. Provision by the dissolved limited partnership for security in the amount and form ordered by the court under subsection 1 shall satisfy the dissolved limited partnership’s obligations with respect to claims that are contingent, have not been made known to the dissolved limited partnership or are based on an event occurring after the effective date of dissolution, and such claims shall not be enforced against a partner who received assets in liquidation. 2004 Acts, ch 1021, §70, 118

Iowa Code § 488.808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

488.808. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under section 488.806 or 488.807, any corresponding claim under section 488.404 is also barred. 2004 Acts, ch 1021, §71, 118

Iowa Code § 488.809 Administrative dissolution.

488.809. Administrative dissolution. 1. The secretary of state may dissolve a limited partnership administratively if the limited partnership does not, within sixty days after the due date, do any of the following: a. Pay any fee, tax, or penalty under this chapter or other law due the secretary of state. b. Deliver its biennial report to the secretary of state. 2. If the secretary of state determines that a ground exists for administratively dissolving a limited partnership, the secretary of state shall file a record of the determination and serve the limited partnership with a copy of the filed record. 3. If within sixty days after service of the copy the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, the secretary of state shall administratively dissolve the limited partnership by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The secretary of state shall serve the limited partnership with a copy of the filed declaration. 4. A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under sections 488.803 and 488.812 and to notify claimants under sections 488.806 and 488.807. 5. The administrative dissolution of a limited partnership does not terminate the authority of its registered agent for service of process. 2004 Acts, ch 1021, §72, 118; 2004 Acts, ch 1175, §381; 2016 Acts, ch 1097, §15

Iowa Code § 488.810 Reinstatement following administrative dissolution.

488.810. Reinstatement following administrative dissolution. 1. A limited partnership that has been administratively dissolved may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must be delivered to the secretary of state for filing and state all of the following: a. The name of the limited partnership and the effective date of its administrative dissolution. b. That the grounds for dissolution either did not exist or have been eliminated. c. If the application is received more than five years after the effective date of the dissolution, that the limited partnership’s name satisfies the requirements of section 488.108. 2. If the secretary of state determines that an application contains the information required by subsection 1 and that the information is correct, the secretary of state shall prepare a declaration of reinstatement that states this determination, sign, and file the declaration of reinstatement, and deliver a copy to the limited partnership. 3. When reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited partnership may resume its activities as if the administrative dissolution had never occurred. 4. A limited partnership shall not relinquish the right to retain its name if the reinstatement is effective within five years of the effective date of the limited partnership’s dissolution. 2004 Acts, ch 1021, §73, 118; 2006 Acts, ch 1089, §2 – 5

Iowa Code § 488.811 Appeal from denial of reinstatement.

488.811. Appeal from denial of reinstatement. 1. If the secretary of state denies a limited partnership’s application for reinstatement following administrative dissolution, the secretary of state shall prepare, sign, and file a notice that explains the reason or reasons for denial and serve the limited partnership with a copy of the notice. 2. Within thirty days after service of the notice of denial, the limited partnership may appeal from the denial of reinstatement by petitioning the district court to set aside the dissolution. The petition must be served on the secretary of state and contain a copy of the secretary of state’s declaration of dissolution, the limited partnership’s application for reinstatement, and the secretary of state’s notice of denial. 3. The court may summarily order the secretary of state to reinstate the dissolved limited partnership or may take other action the court considers appropriate. 2004 Acts, ch 1021, §74, 118

Iowa Code § 488.812 Disposition of assets — when contributions required.

488.812. Disposition of assets — when contributions required. 1. In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors. 2. Any surplus remaining after the limited partnership complies with subsection 1 must be paid in cash as a distribution. 3. If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection 1, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply: a. Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 488.607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. b. If a person does not contribute the full amount required under paragraph “a” with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph “a” on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred. c. If a person does not make the additional contribution required by paragraph “b”, further additional contributions are determined and due in the same manner as provided in that paragraph. 4. A person that makes an additional contribution under subsection 3, paragraph “b” or “c”, may recover from any person whose failure to contribute under subsection 3, paragraph “b” or “c”, necessitated the additional contribution. A person shall not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection shall not exceed the amount the person failed to contribute. 5. The estate of a deceased individual is liable for the person’s obligations under this section. 6. An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection 3. 2004 Acts, ch 1021, §75, 118