FOREIGN LIMITED LIABILITY PARTNERSHIP

Iowa Code tit. XII, ch. 486A, art. 11

in effect

Iowa Code § 486A.1101 Law governing foreign limited liability partnership.

486A.1101. Law governing foreign limited liability partnership. 1. The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. 2. A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state. 3. A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership. 98 Acts, ch 1201, §55, 79, 82

Iowa Code § 486A.1102 Statement of foreign qualification.

486A.1102. Statement of foreign qualification. 1. Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain all of the following: a. The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”. b. The street address of the partnership’s chief executive office and, if different, the street address of an office of the partnership in this state, if any. c. If there is no office of the partnership in this state, the name and street address of the partnership’s agent for service of process. d. A deferred effective date, if any. 2. The agent of a foreign limited liability partnership for service of process must be an individual who is a resident of this state or other person authorized to do business in this state. 3. The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 486A.105, subsection 4. 4. An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. 98 Acts, ch 1201, §56, 79, 82; 2002 Acts, ch 1119, §178

Iowa Code § 486A.1103 Effect of failure to qualify.

486A.1103. Effect of failure to qualify. 1. A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. 2. The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state. 3. A limitation on personal liability of a partner is not waived solely by transacting business in this state without a statement of foreign qualification. 4. If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the secretary of state is its agent for service of process with respect to a right of action arising out of the transaction of business in this state. 98 Acts, ch 1201, §57, 79, 82

Iowa Code § 486A.1104 Activities not constituting transacting business.

486A.1104. Activities not constituting transacting business. 1. Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include all of the following: a. Maintaining, defending, or settling an action or proceeding. b. Holding meetings of its partners or carrying on any other activity concerning its internal affairs. c. Maintaining bank accounts. d. Maintaining offices or agencies for the transfer, exchange, and registration of the partnership’s own securities or maintaining trustees or depositories with respect to those securities. e. Selling through independent contracts. f. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts. g. Creating or acquiring indebtedness, with or without a mortgage, or other security interest in property. h. Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired. i. Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions. j. Transacting business in interstate commerce. 2. For purposes of this article, the ownership in this state of income-producing real property 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 contracts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state. 98 Acts, ch 1201, §58, 79, 82

Iowa Code § 486A.1105 Action by attorney general.

486A.1105. Action by attorney general. The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article. 98 Acts, ch 1201, §59, 79, 82

Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=486A&year=2026Fetched: 10/20/2026