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PAG LIN 1 1 Section 1. Section 487.101, subsections 1 and 6, Code 1 2 1997, are amended to read as follows: 1 3 1. "Certificate of limited partnership" means the 1 4 certificate referred to in section 487.201, and the 1 5 certificate as amended or restated. 1 6 6. "Limited partner" means a person who has been admitted 1 7 to a limited partnership as a limited partner in accordance 1 8 with the partnership agreementand named in the certificate of1 9limited partnership as a limited partner. 1 10 Sec. 2. Section 487.101, Code 1997, is amended by adding 1 11 the following new subsections: 1 12 NEW SUBSECTION. 11. "Person" means as defined in section 1 13 4.1. 1 14 NEW SUBSECTION. 12. "State" means a state, territory, or 1 15 possession of the United States, the District of Columbia, or 1 16 the Commonwealth of Puerto Rico. 1 17 Sec. 3. Section 487.102, subsection 4, Code 1997, is 1 18 amended to read as follows: 1 19 4. Shall be distinguishable upon the records of the 1 20 secretary of state from the name of a corporation, limited 1 21 liability company, or limited partnership organized under the 1 22 law of this state or licensed or registered as a foreign 1 23 corporation, foreign limited liability company, or foreign 1 24 limited partnership in this state or a name the exclusive 1 25 right to which is, at the time, reserved in the manner 1 26 provided in this chapter, without the written consent of the 1 27 corporation, limited liability company, or limited 1 28 partnership, which consent shall be filed with the secretary 1 29 of state, and provided the name is not identical. 1 30 Sec. 4. Section 487.102, subsection 3, Code 1997, is 1 31 amended by striking the subsection. 1 32 Sec. 5. Section 487.104, subsection 3, Code 1997, is 1 33 amended to read as follows: 1 34 3. An agent for service of process may resign as agent 1 35 upon filing and recording in accordance with section487.2062 1 487.108 a written notice of resignation, executed in 2 2 duplicate, with the secretary of state. The secretary of 2 3 state shall forthwith mail a copy of the resignation to the 2 4 limited partnership at its principal place of business. The 2 5 appointment of the agent terminates upon the expiration of 2 6 thirty days after receipt of the notice by the secretary of 2 7 state. 2 8 Sec. 6. Section 487.105, Code 1997, is amended to read as 2 9 follows: 2 10 487.105 RECORDS TO BE KEPT. 2 11 A limited partnership shall keep at the office required 2 12 under section 487.104, subsection 1, all of the following: 2 13 1. A current list of the full name and last known business 2 14 address of each partner separately identifying the general 2 15 partners and the limited partners, each list being in 2 16 alphabetical order. 2 17 2. A copy of the certificate of limited partnership and 2 18 allamendments to the certificatecertificates of amendment to 2 19 the certificate of limited partnership, together withany2 20 executed copies of any powers of attorney pursuant to whicha2 21 any certificateor amendmenthas been executed. 2 22 3. Copies of the limited partnership's federal, state, and 2 23 local income tax returns and reports, if any, for the three 2 24 most recent years. 2 25 4. Copies of any currently effective written partnership 2 26 agreementsin effectand of any financial statements of the 2 27 limited partnership for the three most recent years. 2 28Any partner may inspect and copy the records required to be2 29kept under subsections 1 to 4 provided that the partner's2 30request to inspect and copy is reasonable and done at the2 31partner's expense.2 32 5. Unless contained in a written partnership agreement, a 2 33 writing setting out all of the following: 2 34 a. The amount of cash and a description and statement of 2 35 the agreed value of the other property or services contributed 3 1 by each partner and which each partner has agreed to 3 2 contribute. 3 3 b. The times at which or events on the happening of which 3 4 any additional contributions agreed to be made by each partner 3 5 are to be made. 3 6 c. Any right of a partner to receive, or of a general 3 7 partner to make, distributions to a partner which include a 3 8 return of all or any part of the partner's contribution. 3 9 d. Any events upon the happening of which the limited 3 10 partnership is to be dissolved and its affairs wound up. 3 11 Records kept under this section are subject to inspection 3 12 and copying at the reasonable request and at the expense of 3 13 any partner during ordinary business hours. 3 14 Sec. 7. NEW SECTION. 487.108 FILING REQUIREMENTS. 3 15 1. A document shall satisfy the requirements of this 3 16 section, and of any other section that adds to or varies these 3 17 requirements, to be entitled to filing. 3 18 2. The document shall be filed in the office of the 3 19 secretary of state. 3 20 3. The document shall contain the information required by 3 21 this chapter. It may contain other information as well. 3 22 4. The document shall be typewritten or printed. The 3 23 typewritten or printed portion shall be black. Manually 3 24 signed photocopies, or other reproduced copies, including 3 25 facsimiles or other electronically or computer-generated 3 26 copies of typewritten or printed documents, may be filed. 3 27 5. The document shall be in the English language. A 3 28 limited partnership name need not be in English if written in 3 29 English letters or Arabic or Roman numerals. 3 30 6. Except as provided in section 487.205, the document 3 31 shall be executed by one of the following methods: 3 32 a. If a domestic limited partnership, the documents shall 3 33 be executed by all of its general partners. 3 34 b. If a foreign limited partnership, the document shall be 3 35 subscribed and sworn to by a general partner. 4 1 c. If the general partner is in the hands of a receiver, 4 2 trustee, or other court-appointed fiduciary, by that 4 3 fiduciary. 4 4 7. The person executing the document shall sign it and 4 5 state beneath or opposite the person's signature, the person's 4 6 name and the capacity in which the person signs. The 4 7 secretary of state may accept for filing a document containing 4 8 a copy of a signature, however made. 4 9 8. If, pursuant to any provision of this chapter, the 4 10 secretary of state has prescribed a mandatory form for the 4 11 document, the document shall be in or on the prescribed form. 4 12 9. The document shall be delivered to the office of the 4 13 secretary of state for filing and shall be accompanied by the 4 14 correct filing fee. 4 15 10. The secretary of state may adopt rules for the 4 16 electronic filing of documents and the certification of 4 17 electronically filed documents. 4 18 Sec. 8. NEW SECTION. 487.109 FEES. 4 19 1. The secretary of state shall collect the following fees 4 20 when the documents described in this subsection are delivered 4 21 to the secretary's office for filing: 4 22 a. Certificate of limited partnership ................. $100 4 23 b. Application for registration of foreign limited partner- 4 24 ship and also issuance of a certificate of registration to 4 25 transact business in this state ........................... $100 4 26 c. Amendment to certificate of limited partnership .... $ 20 4 27 d. Amendment to application for registration of foreign 4 28 limited partnership ....................................... $ 20 4 29 e. Cancellation of certificate of limited 4 30 partnership ............................................... $ 20 4 31 f. Cancellation of registration of foreign limited partner- 4 32 ship ...................................................... $ 20 4 33 g. A consent required to be filed under this chapter .. $ 20 4 34 h. Application to reserve a limited partnership name .. $ 10 4 35 i. A notice of transfer of reservation of name ........ $ 10 5 1 j. A notice of resignation of agent for service of 5 2 process ................................................... $ 5 5 3 k. Articles of correction ............................. $ 5 5 4 l. Application for certificate of existence or regis- 5 5 tration ................................................... $ 5 5 6 m. Any other document required or permitted to be 5 7 filed ..................................................... $ 5 5 8 2. The secretary of state shall collect a fee of five 5 9 dollars each time process is served on the secretary under 5 10 this chapter. The party to a proceeding causing service of 5 11 process is entitled to recover this fee as costs if the party 5 12 prevails in the proceeding. 5 13 3. The secretary of state shall collect the following fees 5 14 for copying and certifying the copy of any filed document 5 15 relating to a domestic or foreign corporation: 5 16 a. One dollar per page for copying. 5 17 b. Five dollars for the certificate. 5 18 Sec. 9. NEW SECTION. 487.110 EFFECTIVE TIME AND DATE OF 5 19 DOCUMENTS. 5 20 1. Except as provided in subsection 2 and section 487.112, 5 21 subsection 3, a document accepted for filing is effective at 5 22 the later of the following times: 5 23 a. At the time of filing on the date it is filed, as 5 24 evidenced by the secretary of state's date and time 5 25 endorsement on the original document. 5 26 b. At the time specified in the document as its effective 5 27 time on the date it is filed. 5 28 2. A document may specify a delayed effective time and 5 29 date, and if it does so the document becomes effective at the 5 30 time and date specified. If a delayed effective date but no 5 31 time is specified, the document is effective at the close of 5 32 business on that date. A delayed effective date for a 5 33 document shall not be later than the ninetieth day after the 5 34 date it is filed. 5 35 Sec. 10. NEW SECTION. 487.111 CORRECTING FILED 6 1 DOCUMENTS. 6 2 1. A domestic or foreign limited partnership may correct a 6 3 document filed by the secretary of state if the document 6 4 satisfies one or both of the following requirements: 6 5 a. Contains an incorrect statement. 6 6 b. Was defectively executed, attested, sealed, verified, 6 7 or acknowledged. 6 8 2. A document is corrected by preparing articles of 6 9 correction that satisfy all of the following requirements: 6 10 a. Describe the document, including its filing date, or 6 11 attach a copy of it to the articles. 6 12 b. Specify the incorrect statement and the reason it is 6 13 incorrect or the manner in which the execution was defective. 6 14 c. Correct the incorrect statement or defective execution. 6 15 3. Articles of correction are effective on the effective 6 16 date of the document they correct except as to persons relying 6 17 on the uncorrected document and adversely affected by the 6 18 correction. As to those persons, articles of correction are 6 19 effective when filed. 6 20 Sec. 11. NEW SECTION. 487.112 FILING DUTY OF SECRETARY 6 21 OF STATE. 6 22 1. If a document delivered to the office of the secretary 6 23 of state for filing satisfies the requirements of section 6 24 487.108, the secretary of state shall file it and issue any 6 25 necessary certificate. 6 26 2. The secretary of state files a document by stamping or 6 27 otherwise endorsing "filed", together with the secretary's 6 28 name and official title and the date and time of receipt, on 6 29 both the document and the receipt for the filing fee. After 6 30 filing a document, and except as provided in section 487.104A, 6 31 subsection 3, and section 487.909, the secretary of state 6 32 shall deliver the document, with the filing fee receipt, or 6 33 acknowledgment of receipt if no fee is required, attached to 6 34 the domestic or foreign limited partnership or its 6 35 representative. 7 1 3. If the secretary of state refuses to file a document, 7 2 the secretary of state shall return it to the domestic or 7 3 foreign limited partnership or its representative within ten 7 4 days after the document was received by the secretary of 7 5 state, together with a brief, written explanation of the 7 6 reason for the refusal. 7 7 4. The secretary of state's duty to file documents under 7 8 this section is ministerial. Filing or refusing to file a 7 9 document does not do any of the following: 7 10 a. Affect the validity or invalidity of the document in 7 11 whole or part. 7 12 b. Relate to the correctness or incorrectness of 7 13 information contained in the document. 7 14 c. Create a presumption that the document is valid or 7 15 invalid or that information contained in the document is 7 16 correct or incorrect. 7 17 Sec. 12. NEW SECTION. 487.113 APPEAL FROM SECRETARY OF 7 18 STATE'S REFUSAL TO FILE DOCUMENT. 7 19 1. If the secretary of state refuses to file a document 7 20 delivered to the secretary's office for filing, the domestic 7 21 or foreign limited partnership may appeal the refusal, within 7 22 thirty days after the return of the document, to the district 7 23 court for the county in which the limited partnership's 7 24 principal office or, if none in this state, its registered 7 25 office is or will be located. The appeal is commenced by 7 26 petitioning the court to compel filing the document and by 7 27 attaching to the petition the document and the secretary of 7 28 state's explanation of the refusal to file. 7 29 2. The court may summarily order the secretary of state to 7 30 file the document or take other action the court considers 7 31 appropriate. 7 32 3. The court's final decision may be appealed as in other 7 33 civil proceedings. 7 34 Sec. 13. NEW SECTION. 487.114 EVIDENTIARY EFFECT OF COPY 7 35 OF FILED DOCUMENT. 8 1 A certificate attached to a copy of a document filed by the 8 2 secretary of state, bearing the secretary of state's 8 3 signature, which may be in facsimile, and the seal of the 8 4 secretary of state, is conclusive evidence that the original 8 5 document is on file with the secretary of state. 8 6 Sec. 14. NEW SECTION. 487.115 CERTIFICATE OF EXISTENCE. 8 7 1. Anyone may apply to the secretary of state to furnish a 8 8 certificate of existence for a domestic limited partnership or 8 9 a certificate of registration for a foreign limited 8 10 partnership. 8 11 2. A certificate of existence or a certificate of 8 12 registration shall set forth all of the following: 8 13 a. The domestic limited partnership's name or the foreign 8 14 limited partnership's name used in this state. 8 15 b. That one of the following apply: 8 16 (1) If it is a domestic limited partnership, that it is 8 17 duly organized under the law of this state, the date of its 8 18 organization, and the period of its duration. 8 19 (2) If it is a foreign limited partnership, that it is 8 20 authorized to transact business in this state. 8 21 c. That all fees required by this chapter have been paid. 8 22 d. That a certificate of cancellation has not been filed. 8 23 e. Other facts of record in the office of the secretary of 8 24 state that may be requested by the applicant. 8 25 3. Subject to any qualification stated in the certificate, 8 26 a certificate of existence or certificate of registration 8 27 issued by the secretary of state may be relied upon as 8 28 conclusive evidence that the domestic or foreign limited 8 29 partnership is in existence or is registered to transact 8 30 business in this state. 8 31 Sec. 15. NEW SECTION. 487.116 PENALTY FOR SIGNING FALSE 8 32 DOCUMENT. 8 33 1. A person commits an offense if that person signs a 8 34 document the person knows is false in any material respect 8 35 with intent that the document be delivered to the secretary of 9 1 state for filing. 9 2 2. An offense under this section is a serious misdemeanor 9 3 punishable by a fine of not to exceed one thousand dollars. 9 4 Sec. 16. NEW SECTION. 487.117 SECRETARY OF STATE – 9 5 POWERS. 9 6 The secretary of state has the power reasonably necessary 9 7 to perform the duties required of the secretary of state by 9 8 this chapter. 9 9 Sec. 17. Section 487.201, subsection 1, Code 1997, is 9 10 amended to read as follows: 9 11 1. In order to form a limited partnership,two or more9 12persons shall executea certificate of limited partnership.9 13The certificate shall bemust be executed and filed in the 9 14 office of the secretary of stateand set forth all of the9 15following. The certificate shall set forth all of the 9 16 following: 9 17 a. The name of the limited partnership. 9 18b. The general character of its business.9 19c.b. The address of the office and the name and address 9 20 of the agent for service of process required to be maintained 9 21 by section 487.104, subsection 1, and the address of its9 22principal place of business. 9 23d.c. The name and the business address of each general 9 24 partner, specifying separately the general partners and9 25limited partners. 9 26e. The amount of cash and a description and statement of9 27the agreed value of the other property or services contributed9 28by each partner and which each partner has agreed to9 29contribute in the future.9 30f. The times at which or events on the happening of which9 31any additional contributions agreed to be made by each partner9 32are to be made.9 33g. A power of a limited partner to grant the right to9 34become a limited partner to an assignee of any part of the9 35partner's partnership interest, and the terms and conditions10 1of the power.10 2h. If agreed upon, the time at which or the events on the10 3happening of which a partner may withdraw from the limited10 4partnership and the amount of, or the method of determining10 5the amount of, the distribution to which the partner may be10 6entitled respecting the partnership interest, and the terms10 7and conditions of the termination and distribution.10 8i. A right of a partner to receive distributions of10 9property, including cash from the limited partnership.10 10j. A right of a partner to receive, or of a general10 11partner to make, distributions to a partner which include a10 12return of all or any part of the partner's contribution.10 13k. A time at which, or an event upon the happening of10 14which,10 15 d. The latest date upon which the limited partnership is 10 16 tobe dissolved and its affairs wound updissolve. 10 17l. A right of the remaining general partners to continue10 18the business on the happening of an event of withdrawal of a10 19general partner.10 20m.e.OtherAny other matters the general partners 10 21 determine to include in the certificate. 10 22 Sec. 18. Section 487.202, Code 1997, is amended to read as 10 23 follows: 10 24 487.202 AMENDMENT TO CERTIFICATE. 10 25 1. A certificate of limited partnership is amended by 10 26 filing a certificate of amendment to the certificate of 10 27 limited partnership in the office of the secretary of state. 10 28 The certificate of amendment shall set forth all of the 10 29 following: 10 30 a. The name of the limited partnership. 10 31 b. The date of filing the certificate of limited 10 32 partnership. 10 33 c. The amendment to the certificateof limited10 34partnership. 10 35 2.Except as provided in subsection 5, withinWithin 11 1 thirty days after the happening of any of the following 11 2 events, an amendment to a certificate of limited partnership 11 3 reflecting the occurrence of the event shall be filed: 11 4a. A change in the amount or character of the contribution11 5of a partner, or in a partner's obligation to make a11 6contribution.11 7b.a. The admission of a new general partner. 11 8 b. The withdrawal of a general partner. 11 9 c. The continuation of the business under section 487.801 11 10 after an event of withdrawal of a general partner. 11 11 3. A general partner who becomes aware thataany 11 12 statement in a certificate of limited partnership was false 11 13 when made or that any arrangements or other facts described 11 14 have changed, making the certificate inaccurate in any 11 15 respect, shall promptly amend the certificate.An amendment11 16to show the admission of or a change of address of a limited11 17partner shall be filed within twelve months of the admission11 18or change of address.11 19 4. A certificate of limited partnership may be amended at 11 20 any time for any other proper purpose the general partners 11 21 determine. 11 225. An amendment is not required to reflect distributions11 23made pursuant to rights described in section 487.201,11 24subsection 1, paragraph "j".11 256.5. Alimited partnerperson is not liable because an 11 26 amendment to a certificate of limited partnership has not been 11 27 filed to reflect the occurrence ofanany event referred to in 11 28 subsection 2 if the amendment is filed within the thirty-day 11 29 period specified in subsection 2. 11 30 6. A restated certificate of limited partnership may be 11 31 executed and filed in the same manner as a certificate of 11 32 amendment. The restated certificate must contain the 11 33 information required in section 487.201 and may set forth any 11 34 other provision consistent with law. 11 35 Sec. 19. Section 487.204, subsection 1, Code 1997, is 12 1 amended to read as follows: 12 2 1. Each certificate required by this chapter to be filed 12 3 in the office of the secretary of state shall be executed in 12 4 the following manner: 12 5 a.An originalA certificate of limited partnership shall 12 6 be signed by all general partnersnamed in the certificate. 12 7 b. A certificate of amendment shall be signed by at least 12 8 one general partner and by each other general partner 12 9 designated in the certificate as a new general partneror12 10whose contribution is described as having been increased. 12 11 c. A certificate of cancellation shall be signed by all 12 12 general partners. 12 13 Sec. 20. Section 487.205, Code 1997, is amended to read as 12 14 follows: 12 15 487.205 AMENDMENT OR CANCELLATION BY JUDICIAL ACT. 12 16 If a person required by section 487.204 to executeaany 12 17 certificateof amendment or cancellationfails or refuses to 12 18 do so, any otherpartner, or any assignee of a partnership12 19interest,person who is adversely affected by the failure or 12 20 refusal may petition the Iowa district court for the county in 12 21 which the office described in section 487.104 is located to 12 22 direct theamendment or cancellationexecution of the 12 23 certificate. If the court finds thatthe amendment or12 24cancellation is proper and that ait is proper for the 12 25 certificate to be executed and that any person so designated 12 26 has failed or refused to execute the certificate, the court 12 27 shall order the secretary of state torecordaccept for filing 12 28 an appropriate certificateof amendment or cancellation. 12 29 Sec. 21. Section 487.208, Code 1997, is amended to read as 12 30 follows: 12 31 487.208 SCOPE OF NOTICE. 12 32 The fact that a certificate of limited partnership is on 12 33 file in the office of the secretary of state is notice that 12 34 the partnershipclaims to beis a limited partnership and the 12 35 persons designated in such certificate as general partners are 13 1 general partners, but it is not notice of any other fact. 13 2 Sec. 22. Section 487.301, Code 1997, is amended to read as 13 3 follows: 13 4 487.301 ADMISSION OF NEW LIMITED PARTNERS. 13 5 1. A person becomes a limited partner at either of the 13 6 following times: 13 7 a. At the time the limited partnership is formed. 13 8 b. At any later time specified in the records of the 13 9 limited partnership for becoming a limited partner. 13 10 2. After the filing of a limited partnership's original 13 11 certificate of limited partnership, a person may be admitted 13 12 as a new limited partner under the following conditions: 13 13 a. In the case of a person acquiring a partnership 13 14 interest directly from the limited partnership, upon 13 15 compliance with the partnership agreement or, if the 13 16 partnership agreement does not so provide, upon the written 13 17 consent of all partners. 13 18 b. In the case of an assignee of a partnership interest of 13 19 a partner who has the power, as provided in section 487.704 to 13 20 grant the assignee the right to become a limited partner, upon 13 21 the exercise of that power and compliance with any conditions 13 22 limiting the grant or exercise of the power. 13 232. Under both paragraphs "a" and "b" of subsection 1, the13 24person acquiring the partnership interest becomes a limited13 25partner at the time specified in the certificate of limited13 26partnership or, if a time is not specified, upon amendment of13 27the certificate of limited partnership to show the partnership13 28interest.13 29 Sec. 23. Section 487.303, Code 1997, is amended to read as 13 30 follows: 13 31 487.303 LIABILITY TO THIRD PARTIES. 13 32 1. Except as provided in subsection 4, a limited partner 13 33 is not liable for the obligations of a limited partnership 13 34 unless the limited partner is also a general partner or, in 13 35 addition to the exercise of the limited partner's rights and 14 1 powers as a limited partner, the limited partnertakes part14 2 participates in the control of the business. However, if the 14 3 limitedpartner's participationpartner participates in the 14 4 control of the businessis not substantially the same as the14 5exercise of the powers of a general partner, the limited 14 6 partner is liable only to persons who transact business with 14 7 the limited partnershipwith actual knowledge of the limited14 8partner's participation in controlreasonably believing, based 14 9 upon the limited partner's conduct, that the limited partner 14 10 is a general partner. 14 11 2. A limited partner does not participate in the control 14 12 of the business within the meaning of subsection 1 solely by 14 13 doing one or more of the following: 14 14 a. Being a contractor for or an agent or employee of the 14 15 limited partnership. 14 16 b. Being a contractor for or an agent, employee, manager, 14 17 member, director, officer, or shareholder of or a limited 14 18 partner of a general partner, or a partner in a limited 14 19 liability partnership that is a general partner. 14 20 c. Consulting with and advising a general partner with 14 21 respect to the business of the limited partnership. 14 22 d. Acting as surety for the limited partnership or 14 23 guaranteeing or assuming one or more specific obligations of 14 24 the limited partnership. 14 25 e.Approving or disapproving an amendment to the14 26partnership agreement.Taking any action required or 14 27 permitted by law to bring or pursue a derivative action in the 14 28 right of the limited partnership. 14 29 f.Voting onRequesting or attending a meeting of 14 30 partners. 14 31 g. Proposing, approving, or disapproving, by voting or 14 32 otherwise, one or more of the following matters: 14 33 (1) The dissolution and winding up of the limited 14 34 partnership. 14 35 (2) The sale, exchange, lease, mortgage, pledge, or other 15 1 transfer of all or substantially all the assets of the limited 15 2 partnershipother than in the ordinary course of its business. 15 3 (3) The incurrence of indebtedness by the limited 15 4 partnership other than in the ordinary course of its business. 15 5 (4) A change in the nature of the business. 15 6 (5) The admission or removal of a general partner. 15 7 (6) The admission or removal of a limited partner. 15 8 (7) A transaction involving an actual or potential 15 9 conflict of interest between a general partner and the limited 15 10 partnership or the limited partners. 15 11 (8) An amendment to the partnership agreement or 15 12 certificate of limited partnership. 15 13 (9) Matters related to the business of the limited 15 14 partnership not otherwise enumerated in this subsection, which 15 15 the partnership agreement states in writing may be subject to 15 16 the approval or disapproval of limited partners. 15 17 h. Winding up the limited partnership pursuant to section 15 18 487.803. 15 19 i. Exercising any right or power permitted to limited 15 20 partners under this chapter and not specifically enumerated in 15 21 this subsection. 15 22 3. The enumeration in subsection 2 does not mean that the 15 23 possession or exercise of any other powers by a limited 15 24 partner constitutes participation by the limited partner in 15 25 the business of the limited partnership. 15 26 4. A limited partner who knowingly permits the limited 15 27 partner's name to be used in the name of the limited 15 28 partnership, except under circumstances permitted by section 15 29 487.102, subsection 2,paragraph "a",is liable to creditors 15 30 who extend credit to the limited partnership without actual 15 31 knowledge that the limited partner is not a general partner. 15 32 Sec. 24. Section 487.304, Code 1997, is amended to read as 15 33 follows: 15 34 487.304 PERSON ERRONEOUSLY BELIEVING SELF TO BE A LIMITED 15 35 PARTNER. 16 1 1. Except as provided in subsection 2, a person who makes 16 2 a contribution to a business enterprise and erroneously but in 16 3 good faith believes that the person has become a limited 16 4 partner in the enterprise is not a general partner in the 16 5 enterprise and is not bound by its obligations by reason of 16 6 making the contribution, receiving distributions from the 16 7 enterprise, or exercising any rights of a limited partner, if, 16 8 on ascertaining the mistake, the person does either of the 16 9 following: 16 10 a. Causes an appropriate certificate of limited 16 11 partnership or a certificate of amendment to be executed and 16 12 filed; or. 16 13 b. Withdraws from future equity participation in the 16 14 enterprise by executing and filing in the office of the 16 15 secretary of state a certificate declaring withdrawal under 16 16 this section. 16 17 2. A person who makes a contribution of the kind described 16 18 in subsection 1 is liable as a general partner to a third 16 19 party who, believing the person to be a general partner,16 20 transacts business with the enterprisebefore an appropriate16 21certificate is filed andbefore either of the following: 16 22 a. The person withdraws and an appropriate certificate is 16 23 filed to show the withdrawal. 16 24 b. An appropriate certificate is filed to showthe16 25person's status as a limited partner and, in the case of an16 26amendment, after expiration of the period for filing the16 27amendment relating to the person as a limited partner under16 28section 487.202that the person is not a general partner. 16 29 However, in either case referred to in paragraph "a" or 16 30 "b", the person is liable as a general partner only if the 16 31 third party actually believed in good faith that the person 16 32 was a general partner at the time of the transaction. 16 33 Sec. 25. Section 487.401, Code 1997, is amended to read as 16 34 follows: 16 35 487.401 ADMISSION OF ADDITIONAL GENERAL PARTNERS. 17 1 After the filing of a limited partnership's original 17 2 certificate of limited partnership, additional general 17 3 partnersshall be admitted only with the specific written17 4consent of each partner. However, if the certificate of17 5limited partnership ormay be admitted as provided in writing 17 6 in the partnership agreementnames a person to be admitted as17 7a general partner upon the occurrence of a specified17 8circumstance or at a specified time, the consent required is17 9deemed to have been givenor, if the partnership agreement 17 10 does not provide in writing for the admission of additional 17 11 general partners, with the written consent of all partners. 17 12 Sec. 26. Section 487.402, Code 1997, is amended to read as 17 13 follows: 17 14 487.402 EVENTS OF WITHDRAWAL. 17 15 Except asotherwise agreed in writing byapproved by the 17 16 specific written consent of all partners at the timeof the17 17event, a person ceases to be a general partner of a limited 17 18 partnership upon the happening of any of the following events: 17 19 1. The general partner withdraws from the limited 17 20 partnership as provided in section 487.602. 17 21 2. The general partner ceases to be a member of the 17 22 limited partnership as provided in section 487.702. 17 232.3. The general partner is removed as a general partner 17 24 in accordance with the partnership agreement. 17 253.4. Unless otherwise provided inthe certificate of17 26limitedwriting in the partnership agreement, the general 17 27 partner does any of the following: 17 28 a. Makes an assignment for the benefit of creditors. 17 29 b. Files a voluntary petition in bankruptcy. 17 30 c. Is adjudicated a bankrupt or insolvent. 17 31 d. Files a petition or answer seeking for the general 17 32 partner reorganization, arrangement, composition, 17 33 readjustment, liquidation, dissolution, or similar relief 17 34 under any statute, law, or regulation. 17 35 e. Files an answer or other pleading admitting or failing 18 1 to contest material allegations of a petition filed against 18 2 the general partner in a proceeding of a nature specified in 18 3 paragraph "d". 18 4 f. Seeks, consents to, or acquiesces in the appointment of 18 5 a trustee, receiver, or liquidator of the general partner or 18 6 of all or a substantial part of the general partner's 18 7 properties. 18 84.5. Unless otherwise provided inthe certificate of18 9limitedwriting in the partnership agreement, upon the 18 10 expiration of the following time periods: 18 11 a. One hundred twenty days after the commencement of a 18 12 proceeding against the general partner seeking reorganization, 18 13 arrangement, composition, readjustment, liquidation, 18 14 dissolution, or similar relief, under any statute, law, or 18 15 regulation, if the proceeding has not been dismissed within 18 16 that time. 18 17 b. Ninety days after the appointment without the general 18 18 partner's consent or acquiescence of a trustee, receiver, or 18 19 liquidator of the general partner or of all or a substantial 18 20 part of the general partner's properties, if the appointment 18 21 is not vacated or stayed within that time. 18 22 c. If an appointment of the nature specified in paragraph 18 23 "b" is stayed and if the appointment is not then vacated, 18 24 ninety days after the expiration of the stay. 18 255.6. If the general partner is a natural person when 18 26 either of the following occur: 18 27 a. The general partner dies. 18 28 b. The district court finds the general partner incapable 18 29 of managing the general partner's person or property. 18 306.7. If the general partner is acting as a general 18 31 partner by virtue of being a trustee of a trust, when the 18 32 trust terminates. Substitution of a new trustee is not 18 33 termination of the trust. 18 347.8. If the general partner is a separate partnership, 18 35 the dissolution and commencement of winding up of the separate 19 1 partnership. 19 28.9. If the general partner is a corporation, the filing 19 3 of a certificate of dissolution, or its equivalent, for the 19 4 corporation or revocation of the corporation's charter. 19 5 10. If the general partner is a limited liability company, 19 6 the filing of a certificate of dissolution, or its equivalent, 19 7 for the limited liability company or revocation of the limited 19 8 liability company's charter. 19 99.11. In the case of an estate, the distribution by the 19 10 fiduciary of the estate's entire interest in the partnership. 19 11 Sec. 27. Section 487.403, Code 1997, is amended to read as 19 12 follows: 19 13 487.403 GENERAL POWERS AND LIABILITIES. 19 14 1. Except as provided in this chapter or in the 19 15 partnership agreement, a general partner of a limited 19 16 partnership has the rights and powers and is subject to the 19 17 restrictionsand liabilitiesof ageneralpartner in a 19 18 partnership without limited partners. 19 19 2. Except as provided in this chapter, a general partner 19 20 of a limited partnership has the liabilities of a partner in a 19 21 partnership without limited partners to persons other than the 19 22 partnership and the other partners. Except as provided in 19 23 this chapter or in the partnership agreement, a general 19 24 partner of a limited partnership has the liabilities of a 19 25 partner in a partnership without limited partners to the 19 26 partnership and to the other partners. 19 27 Sec. 28. Section 487.405, Code 1997, is amended to read as 19 28 follows: 19 29 487.405 VOTING. 19 30 The partnership agreement may grant to all or certain 19 31 identified general partners the right to vote on a per capita 19 32 or any other basis, separately or with all or any class of the 19 33 limited partners, on any matter. 19 34 Sec. 29. Section 487.502, Code 1997, is amended to read as 19 35 follows: 20 1 487.502 LIABILITY FOR CONTRIBUTION. 20 2 1. A promise by a limited partner to contribute to the 20 3 limited partnership is not enforceable unless set out in a 20 4 writing signed by the limited partner. 20 5 2. Except as provided in thecertificate of limited20 6 partnership agreement, a partner is obligated to the limited 20 7 partnership to performaany enforceable promise to contribute 20 8 cash or property or to perform services even if the partner is 20 9 unable to perform because of death, disability, or any other 20 10 reason. Ifthea partner does not make the required 20 11 contribution of property or services, the partner is obligated 20 12 at the option of the limited partnershipmay require the20 13partnerto contribute cash equal to that portion of the value, 20 14 as stated in thecertificate of limited partnership,20 15 partnership records required to be kept pursuant to section 20 16 487.105, of the stated contributionthatwhich has not been 20 17 made. 20 18 3. Unless otherwise provided in the partnership agreement, 20 19 the obligation of a partner to make a contribution or return 20 20 money or other property paid or distributed in violation of 20 21 this chapter may be compromised only by consent of all 20 22 partners. Notwithstanding the compromise, a creditor of a 20 23 limited partnership who extends credit or otherwise acts in 20 24 reliance on that obligation after the partner signs a writing 20 25 which reflects the obligation and before the amendment or 20 26 cancellation of such obligation to reflect the compromise may 20 27 enforce the original obligation. 20 28 Sec. 30. Section 487.503, Code 1997, is amended to read as 20 29 follows: 20 30 487.503 SHARING OF PROFITS AND LOSSES. 20 31 The profits and losses of a limited partnership shall be 20 32 allocated among the partners, and among classes of partners, 20 33 in the manner provided in writing in the partnership 20 34 agreement. If the partnership agreement does not so provide 20 35 in writing, profits and losses shall be allocated on the basis 21 1 of the value, as stated in thecertificate of limited21 2 partnership records required to be kept pursuant to section 21 3 487.105, of the contributions made by each partner to the 21 4 extent the contributions have been received by the partnership 21 5 and have not been returned. 21 6 Sec. 31. Section 487.504, Code 1997, is amended to read as 21 7 follows: 21 8 487.504 SHARING OF DISTRIBUTIONS. 21 9 Distributions of cash or other assets of a limited 21 10 partnership shall be allocated among the partners, and among 21 11 classes of partners, in the manner provided in writing in the 21 12 partnership agreement. If the partnership agreement does not 21 13 so provide in writing, distributions shall be made on the 21 14 basis of the value, as stated in thecertificate of limited21 15 partnership records required to be kept pursuant to section 21 16 487.105, of the contributions made by each partner to the 21 17 extent the contributions have been received by the partnership 21 18 and have not been returned. 21 19 Sec. 32. Section 487.601, Code 1997, is amended to read as 21 20 follows: 21 21 487.601 INTERIM DISTRIBUTIONS. 21 22 Except as provided in this article, a partner is entitled 21 23 to receive distributions from a limited partnership before the 21 24 partner's withdrawal from the limited partnership and before 21 25 the dissolution and winding up of the partnershipsubject to21 26the following conditions:21 271. Toto the extent and at the times or upon the happening 21 28 of the events specified in the partnership agreement. 21 292. If a distribution is a return of part of the partner's21 30contribution under section 487.608, subsection 2, to the21 31extent and at the times or upon the happening of the events21 32specified in the certificate of limited partnership.21 33 Sec. 33. Section 487.603, Code 1997, is amended to read as 21 34 follows: 21 35 487.603 WITHDRAWAL OF LIMITED PARTNER. 22 1 A limited partner may withdraw from a limited partnership 22 2 only at the time or upon the happening of events specified in 22 3the certificate of limited partnership and in accordance with22 4 writing in the partnership agreement.If the certificate does22 5not specify the time or the events upon the happening of which22 6a limited partner may withdraw or a time for the dissolution22 7and winding up of the limited partnership, a limited partner22 8may withdraw upon not less than six months prior written22 9notice directed or delivered to the partnership or to each22 10general partner at the partner's address on the books of the22 11limited partnership at its office in this state.22 12 Sec. 34. Section 487.605, Code 1997, is amended to read as 22 13 follows: 22 14 487.605 DISTRIBUTION IN KIND. 22 15 Except as provided inthe certificate of limitedwriting in 22 16 the partnership agreement, a partner, regardless of the nature 22 17 of the partner's contribution, has no right to demand and 22 18 receive any distribution from a limited partnership in any 22 19 form other than cash. Except as provided in writing in the 22 20 partnership agreement, a partner shall not be compelled to 22 21 accept a distribution of any asset in kind from a limited 22 22 partnership to the extent that the percentage of the asset 22 23 distributed to the partner exceeds a percentage of that asset 22 24 which is equal to the percentage in which the partner shares 22 25 in distributions from the limited partnership. 22 26 Sec. 35. Section 487.607, Code 1997, is amended to read as 22 27 follows: 22 28 487.607 LIMITATIONS ON DISTRIBUTION. 22 29 A partner shall not receive a distributionif, afterfrom a 22 30 limited partnership to the extent that, after giving effect to 22 31 the distribution, all liabilities of the limited partnership, 22 32 other than liabilities to partners on account of their 22 33 partnership interests,willexceed the fair value of the 22 34 partnership assets. 22 35 Sec. 36. Section 487.608, subsection 3, Code 1997, is 23 1 amended to read as follows: 23 2 3. A partner receives a return of the partner's 23 3 contributiononlyto the extent that a distribution to the 23 4 partner reduces the partner's share of the fair value, as23 5specified in the certificateof the net assets of the limited 23 6 partnership below the value, as set forth in the partnership 23 7 records required to be kept pursuant to section 487.105, of 23 8 the partner's contribution which has not been distributed to 23 9 the partner. 23 10 Sec. 37. Section 487.702, Code 1997, is amended to read as 23 11 follows: 23 12 487.702 ASSIGNMENT OF PARTNERSHIP INTEREST. 23 13 Except as provided in the partnership agreement, a 23 14 partnership interest is assignable in whole or in part. An 23 15 assignment of a partnership interest does not dissolve a 23 16 limited partnership or entitle the assignee to become or to 23 17 exercise any rights of a partner. An assignment entitles the 23 18 assignee to receive, to the extent assigned, only the 23 19 distribution to which the assignor would be entitled. Except 23 20 as provided in the partnership agreement, a partner ceases to 23 21 be a partner upon assignment of all the partner's partnership 23 22 interest. 23 23 Sec. 38. Section 487.704, Code 1997, is amended to read as 23 24 follows: 23 25 487.704 RIGHT OF ASSIGNEE TO BECOME LIMITED PARTNER. 23 26 1. An assignee of a partnership interest, including an 23 27 assignee of a general partner, may become a limited partner 23 28under any of the following conditionsif and to the extent 23 29 that either of the following applies: 23 30 a.When the certificate of limited partnership so23 31provides, if theThe assignor gives the assigneethe right to23 32become a limited partner in the manner specified in the23 33agreement.that right in accordance with authority described 23 34 in 23 35b. Whenthe partnership agreementso provides, if persons24 1required to consent to the assignee becoming a limited partner24 2consent in the manner specified in the agreement. 24 3c.b. All other partnersother than the assignor of the24 4interestconsentto the assignee becoming a limited partner. 24 5 2. An assignee who has become a limited partner has, to 24 6 the extent assigned, the rights and powers, and is subject to 24 7 the restrictions and liabilities, of a limited partner under 24 8 the partnership agreement and this chapter. An assignee who 24 9 becomes a limited partner also is liable for the obligations 24 10 of the assignor to make and return contributions as provided 24 11 inarticlearticles 5 and 6 of this chapter. However, the 24 12 assignee is not obligated for liabilities unknown to the 24 13 assignee at the time the assignee became a limited partnerand24 14which could not be ascertained from the certificate of limited24 15partnership. 24 16 3. The fact that an assignee of a partnership interest has 24 17 become a limited partner does not release the assignor from 24 18 the assignor's liability to the limited partnership under 24 19 sections 487.207 and 487.502. 24 20 Sec. 39. Section 487.801, subsection 1, Code 1997, is 24 21 amended to read as follows: 24 22 1. A limited partnership is dissolved and its affairs 24 23 shall be wound up when any of the following occur: 24 24 a. When events specified in the certificate of limited 24 25 partnership occur. 24 26 b. When events specified in the partnership agreement 24 27 occur. 24 28 c. When all partners consent in writing to the 24 29 dissolution. 24 30c.d. When a general partner withdraws unless at the time 24 31 there is at least one other general partner and the 24 32certificateprovisions oflimitedthe partnershippermits24 33 agreement permit the business of the limited partnership to be 24 34 carried on by the remaining general partner and the remaining 24 35 partner does so. 25 1d.e. When a decree of judicial dissolution is entered 25 2 under section 487.802. 25 3 Sec. 40. Section 487.902, subsections 3 and 7, Code 1997, 25 4 are amended by striking the subsections. 25 5 Sec. 41. Section 487.902, Code 1997, is amended by adding 25 6 the following new subsections: 25 7 NEW SUBSECTION. 6A. The name and business address of each 25 8 general partner. 25 9 NEW SUBSECTION. 6B. The address of the office at which is 25 10 kept a list of the names and addresses of the limited partners 25 11 and their capital contributions, together with an undertaking 25 12 by the foreign limited partnership to keep those records until 25 13 the foreign limited partnership's registration in this state 25 14 is canceled or withdrawn. 25 15 Sec. 42. Section 487.1002, Code 1997, is amended to read 25 16 as follows: 25 17 487.1002 PROPER PLAINTIFF. 25 18 In a derivative action, the plaintiffshallmust be a 25 19 partner at the time of bringing the action and eithershall25 20 must have been a partner at the timethe cause of action arose25 21or shallof the transaction of which the partner complains or 25 22 must have acquired the status of partner by operation of law 25 23 or pursuant to the terms of the partnership agreement from a 25 24 person who was a partner at the timethe cause of action arose25 25 of the transaction of which the partner complains. 25 26 Sec. 43. Section 487.1104, Code 1997, is amended to read 25 27 as follows: 25 28 487.1104 EFFECT ON EXISTING LIMITED PARTNERSHIPS. 25 29This chapterExcept as specifically provided in this 25 30 section, this chapter applies to all limited partnerships in 25 31 existence on July 1, 1997, and does not invalidate provisions 25 32 in limited partnership agreements or certificates executed 25 33 prior to July 1,19821997. Unless otherwise agreed to by the 25 34 partners, the applicable provisions of existing law, in effect 25 35 prior to July 1, 1997, governing events of withdrawal, 26 1 withdrawal of a limited partner, and assignment of a 26 2 partnership interest, govern limited partnerships formed 26 3 before July 1, 1997. 26 4 Sec. 44. NEW SECTION. 487.1106 SAVINGS CLAUSE. 26 5 The repeal of any statutory provision effective July 1, 26 6 1997, does not impair or otherwise affect the organization or 26 7 the continued existence of a limited partnership existing on 26 8 July 1, 1997, nor does the repeal of any existing statutory 26 9 provision effective July 1, 1997, impair any contract or any 26 10 right accrued before July 1, 1997. 26 11 Sec. 45. Sections 487.206 and 487.1105, Code 1997, are 26 12 repealed. 26 13 EXPLANATION 26 14 This bill rewrites provisions of the uniform limited 26 15 partnership law contained in Code chapter 487. Generally, the 26 16 bill amends provisions allowing a limited partner to 26 17 contribute services to the limited partnership in lieu of 26 18 property or other valuable obligations, allowing limited 26 19 partners to be granted voting rights in the partnership 26 20 agreement, granting limited partners access to partnership 26 21 records, authorizing a derivative action by limited partners 26 22 against the partnership, and providing for the registration of 26 23 foreign limited partnerships. 26 24 The bill refocuses the chapter on the limited partnership 26 25 agreement as the primary governing document, as opposed to the 26 26 certificate of limited partnership, and provides that unless 26 27 contained in a written limited partnership agreement, the 26 28 partnership must keep at its office a writing containing 26 29 amounts contributed by each partner, times or events 26 30 triggering additional contributions, the right of a partner to 26 31 receive a distribution of assets, and events triggering 26 32 dissolution of the limited partnership. 26 33 The bill creates new Code sections rewriting provisions 26 34 relating to filing requirements, fees to be charged by the 26 35 secretary of state related to such filings, the effective time 27 1 and date of documents filed, procedures and duties of the 27 2 secretary of state with respect to such filings, the 27 3 evidentiary effect of a copy of a filed document, the creation 27 4 of a certificate of existence, penalties for signing false 27 5 documents, and powers of the secretary of state. 27 6 The bill strikes items currently required to be contained 27 7 in the certificate of limited partnership and provides for the 27 8 inclusion of those items in the partnership agreement or other 27 9 writing. 27 10 LSB 1732SV 77 27 11 mj/sc/14
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