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PAG LIN 1 1 ARTICLE I 1 2 GENERAL PROVISIONS 1 3 Section 1. NEW SECTION. 488.101 SHORT TITLE. 1 4 This chapter may be cited as the "Uniform Limited 1 5 Partnership Act". 1 6 Sec. 2. NEW SECTION. 488.102 DEFINITIONS. 1 7 As used in this chapter, unless the context otherwise 1 8 requires: 1 9 1. "Certificate of limited partnership" means the 1 10 certificate required by section 488.201. The term includes 1 11 the certificate as amended or restated. 1 12 2. "Contribution", except in the phrase "right of 1 13 contribution", means any benefit provided by a person to a 1 14 limited partnership in order to become a partner or in the 1 15 person's capacity as a partner. 1 16 3. "Debtor in bankruptcy" means a person that is the 1 17 subject of either of the following: 1 18 a. An order for relief under Title 11 of the United States 1 19 Code or a comparable order under a successor statute of 1 20 general application. 1 21 b. A comparable order under federal, state, or foreign law 1 22 governing insolvency. 1 23 4. "Deliver", "delivery", or "delivered" means any method 1 24 of delivery used in conventional commercial practice, 1 25 including delivery in person, by mail, commercial delivery, 1 26 and electronic transmission. 1 27 5. "Designated office" means: 1 28 a. With respect to a limited partnership, the office that 1 29 the limited partnership is required to designate and maintain 1 30 under section 488.114. 1 31 b. With respect to a foreign limited partnership, its 1 32 principal office. 1 33 6. "Distribution" means a transfer of money or other 1 34 property from a limited partnership to a partner in the 1 35 partner's capacity as a partner or to a transferee on account 2 1 of a transferable interest owned by the transferee. 2 2 7. "Electronic transmission" or "electronically 2 3 transmitted" means any process of communication not directly 2 4 involving the physical transfer of paper that is suitable for 2 5 the retention, retrieval, and reproduction of information by 2 6 the recipient. 2 7 8. "Foreign limited liability limited partnership" means a 2 8 foreign limited partnership whose general partners have 2 9 limited liability for the obligations of the foreign limited 2 10 partnership under a provision similar to section 488.404, 2 11 subsection 3. 2 12 9. "Foreign limited partnership" means a partnership 2 13 formed under the laws of a jurisdiction other than Iowa and 2 14 required by those laws to have one or more general partners 2 15 and one or more limited partners. The term includes a foreign 2 16 limited liability limited partnership. 2 17 10. "General partner" means: 2 18 a. With respect to a limited partnership, a person that is 2 19 either of the following: 2 20 (1) A person that becomes a general partner under section 2 21 488.401. 2 22 (2) A person that was a general partner in a limited 2 23 partnership when the limited partnership became subject to 2 24 this chapter under section 488.1206, subsection 1 or 2. 2 25 b. With respect to a foreign limited partnership, a person 2 26 that has rights, powers, and obligations similar to those of a 2 27 general partner in a limited partnership. 2 28 11. "Limited liability limited partnership", except in the 2 29 phrase "foreign limited liability limited partnership", means 2 30 a limited partnership whose certificate of limited partnership 2 31 states that the limited partnership is a limited liability 2 32 limited partnership. 2 33 12. "Limited partner" means: 2 34 a. With respect to a limited partnership, a person that is 2 35 either of the following: 3 1 (1) A person that becomes a limited partner under section 3 2 488.301. 3 3 (2) A person that was a limited partner in a limited 3 4 partnership when the limited partnership became subject to 3 5 this chapter under section 488.1206, subsection 1 or 2. 3 6 b. With respect to a foreign limited partnership, a person 3 7 that has rights, powers, and obligations similar to those of a 3 8 limited partner in a limited partnership. 3 9 13. "Limited partnership", except in the phrases "foreign 3 10 limited partnership" and "foreign limited liability limited 3 11 partnership", means an entity, having one or more general 3 12 partners and one or more limited partners, which is formed 3 13 under this chapter by two or more persons or becomes subject 3 14 to this chapter under article 11 or section 488.1206, 3 15 subsection 1 or 2. The term includes a limited liability 3 16 limited partnership. 3 17 14. "Partner" means a limited partner or general partner. 3 18 15. "Partnership agreement" means the partners' agreement, 3 19 whether oral, implied, in a record, or in any combination, 3 20 concerning the limited partnership. The term includes the 3 21 agreement as amended. 3 22 16. "Person" means an individual, corporation, business 3 23 trust, estate, trust, partnership, limited liability company, 3 24 association, joint venture, or government; governmental 3 25 subdivision, agency, or instrumentality; public corporation; 3 26 or any other legal or commercial entity. 3 27 17. "Person dissociated as a general partner" means a 3 28 person dissociated as a general partner of a limited 3 29 partnership. 3 30 18. "Principal office" means the office where the 3 31 principal executive office of a limited partnership or foreign 3 32 limited partnership is located, whether or not the office is 3 33 located in this state. 3 34 19. "Record" means information that is inscribed on a 3 35 tangible medium or that is stored in an electronic or other 4 1 medium and is retrievable in perceivable form. 4 2 20. "Required information" means the information that a 4 3 limited partnership is required to maintain under section 4 4 488.111. 4 5 21. "Sign" means either of the following: 4 6 a. To execute or adopt a tangible symbol with the present 4 7 intent to authenticate a record. 4 8 b. To attach or logically associate an electronic symbol, 4 9 sound, or process to or with a record with the present intent 4 10 to authenticate the record. 4 11 22. "State" means a state of the United States, the 4 12 District of Columbia, Puerto Rico, the United States Virgin 4 13 Islands, or any territory or insular possession subject to the 4 14 jurisdiction of the United States. 4 15 23. "Transfer" includes an assignment, conveyance, deed, 4 16 bill of sale, lease, mortgage, security interest, encumbrance, 4 17 gift, and transfer by operation of law. 4 18 24. "Transferable interest" means a partner's right to 4 19 receive distributions. 4 20 25. "Transferee" means a person to which all or part of a 4 21 transferable interest has been transferred, whether or not the 4 22 transferor is a partner. 4 23 Sec. 3. NEW SECTION. 488.103 KNOWLEDGE AND NOTICE. 4 24 1. A person knows a fact if the person has actual 4 25 knowledge of it. 4 26 2. A person has notice of a fact if any of the following 4 27 apply: 4 28 a. The person knows of it. 4 29 b. The person has received a notification of it. 4 30 c. The person has reason to know it exists from all of the 4 31 facts known to the person at the time in question. 4 32 d. The person has notice of it under subsection 3 or 4. 4 33 3. A certificate of limited partnership on file in the 4 34 office of the secretary of state is notice that the 4 35 partnership is a limited partnership and the persons 5 1 designated in the certificate as general partners are general 5 2 partners. Except as otherwise provided in subsection 4, the 5 3 certificate is not notice of any other fact. 5 4 4. A person has notice of any of the following: 5 5 a. Another person's dissociation as a general partner, 5 6 ninety days after the effective date of an amendment to the 5 7 certificate of limited partnership which states that the other 5 8 person has dissociated, or ninety days after the effective 5 9 date of a statement of dissociation pertaining to the other 5 10 person, whichever occurs first. 5 11 b. A limited partnership's dissolution, ninety days after 5 12 the effective date of an amendment to the certificate of 5 13 limited partnership stating that the limited partnership is 5 14 dissolved. 5 15 c. A limited partnership's termination, ninety days after 5 16 the effective date of a statement of termination. 5 17 d. A limited partnership's conversion under article 11, 5 18 ninety days after the effective date of the articles of 5 19 conversion. 5 20 e. A merger under article 11, ninety days after the 5 21 effective date of the articles of merger. 5 22 5. A person notifies or gives a notification to another 5 23 person by taking steps reasonably required to inform the other 5 24 person in ordinary course, whether or not the other person 5 25 learns of it. 5 26 6. A person receives a notification when either of the 5 27 following applies: 5 28 a. Notification comes to the person's attention. 5 29 b. Notification is delivered at the person's place of 5 30 business or at any other place held out by the person as a 5 31 place for receiving communications. 5 32 7. Except as otherwise provided in subsection 8, a person 5 33 other than an individual knows, has notice, or receives a 5 34 notification of a fact for purposes of a particular 5 35 transaction when the individual conducting the transaction for 6 1 the person knows, has notice, or receives a notification of 6 2 the fact, or in any event when the fact would have been 6 3 brought to the individual's attention if the person had 6 4 exercised reasonable diligence. A person other than an 6 5 individual exercises reasonable diligence if the person 6 6 maintains reasonable routines for communicating significant 6 7 information to the individual conducting the transaction for 6 8 the person and there is reasonable compliance with the 6 9 routines. Reasonable diligence does not require an individual 6 10 acting for the person to communicate information unless the 6 11 communication is part of the individual's regular duties or 6 12 the individual has reason to know of the transaction and that 6 13 the transaction would be materially affected by the 6 14 information. 6 15 8. A general partner's knowledge, notice, or receipt of a 6 16 notification of a fact relating to the limited partnership is 6 17 effective immediately as knowledge of, notice to, or receipt 6 18 of a notification by the limited partnership, except in the 6 19 case of a fraud on the limited partnership committed by or 6 20 with the consent of the general partner. A limited partner's 6 21 knowledge, notice, or receipt of a notification of a fact 6 22 relating to the limited partnership is not effective as 6 23 knowledge of, notice to, or receipt of a notification by the 6 24 limited partnership. 6 25 Sec. 4. NEW SECTION. 488.104 NATURE, PURPOSE, AND 6 26 DURATION OF ENTITY. 6 27 1. A limited partnership is an entity distinct from its 6 28 partners. A limited partnership is the same entity regardless 6 29 of whether its certificate states that the limited partnership 6 30 is a limited liability limited partnership. 6 31 2. A limited partnership may be organized under this 6 32 chapter for any lawful purpose. 6 33 3. A limited partnership has a perpetual duration. 6 34 Sec. 5. NEW SECTION. 488.105 POWERS. 6 35 A limited partnership has the powers to do all things 7 1 necessary or convenient to carry on its activities, including 7 2 the power to sue, be sued, and defend in its own name and to 7 3 maintain an action against a partner for harm caused to the 7 4 limited partnership by a breach of the partnership agreement 7 5 or violation of a duty to the partnership. 7 6 Sec. 6. NEW SECTION. 488.106 GOVERNING LAW. 7 7 The law of this state governs relations among the partners 7 8 of a limited partnership and between the partners and the 7 9 limited partnership and the liability of partners as partners 7 10 for an obligation of the limited partnership. 7 11 Sec. 7. NEW SECTION. 488.107 SUPPLEMENTAL PRINCIPLES OF 7 12 LAW – RATE OF INTEREST. 7 13 1. Unless displaced by particular provisions of this 7 14 chapter, the principles of law and equity supplement this 7 15 chapter. 7 16 2. If an obligation to pay interest arises under this 7 17 chapter and the rate is not specified, the rate shall be set 7 18 according to the provisions of section 535.3. 7 19 Sec. 8. NEW SECTION. 488.108 NAME. 7 20 1. The name of a limited partnership may contain the name 7 21 of any partner. 7 22 2. The name of a limited partnership that is not a limited 7 23 liability limited partnership must contain the phrase "limited 7 24 partnership" or the abbreviation "L.P." or "LP" and must not 7 25 contain the phrase "limited liability limited partnership" or 7 26 the abbreviation "LLLP" or "L.L.L.P.". 7 27 3. The name of a limited liability limited partnership 7 28 must contain the phrase "limited liability limited 7 29 partnership" or the abbreviation "LLLP" or "L.L.L.P." and must 7 30 not contain the abbreviation "LP" or "L.P.". 7 31 4. Unless authorized by subsection 5, the name of a 7 32 limited partnership must be distinguishable in the records of 7 33 the secretary of state from all of the following: 7 34 a. The name of each person other than an individual 7 35 incorporated, organized, or authorized to transact business in 8 1 this state. 8 2 b. Each name reserved under section 488.109, or under 8 3 sections 486A.1001, 490.401, 490.402, 490A.401, 490A.402, 8 4 504A.6, 504A.7, and 547.1. 8 5 5. A limited partnership may apply to the secretary of 8 6 state for authorization to use a name that does not comply 8 7 with subsection 4. The secretary of state shall authorize use 8 8 of the name applied for if, as to each conflicting name, at 8 9 least one of the following applies: 8 10 a. The present user, registrant, or owner of the 8 11 conflicting name consents in a signed record to the use and 8 12 submits an undertaking in a form satisfactory to the secretary 8 13 of state to change the conflicting name to a name that 8 14 complies with subsection 4 and is distinguishable in the 8 15 records of the secretary of state from the name applied for. 8 16 b. The applicant delivers to the secretary of state a 8 17 certified copy of the final judgment of a court of competent 8 18 jurisdiction establishing the applicant's right to use the 8 19 name applied for in this state. 8 20 c. The applicant delivers to the secretary of state proof 8 21 satisfactory to the secretary of state that at least one of 8 22 the following applies to the present user, registrant, or 8 23 owner of the conflicting name: 8 24 (1) The present user, registrant, or owner of the 8 25 conflicting name has merged into the applicant. 8 26 (2) The present user, registrant, or owner of the 8 27 conflicting name has been converted into the applicant. 8 28 (3) The present user, registrant, or owner of the 8 29 conflicting name has transferred substantially all of its 8 30 assets, including the conflicting name, to the applicant. 8 31 6. Subject to section 488.905, this section applies to any 8 32 foreign limited partnership transacting business in this 8 33 state, having a certificate of authority to transact business 8 34 in this state, or applying for a certificate of authority. 8 35 Sec. 9. NEW SECTION. 488.109 RESERVATION OF NAME. 9 1 1. The exclusive right to the use of a name that complies 9 2 with section 488.108 may be reserved by any of the following: 9 3 a. A person intending to organize a limited partnership 9 4 under this chapter and to adopt the name. 9 5 b. A limited partnership or a foreign limited partnership 9 6 authorized to transact business in this state intending to 9 7 adopt the name. 9 8 c. A foreign limited partnership intending to obtain a 9 9 certificate of authority to transact business in this state 9 10 and adopt the name. 9 11 d. A person intending to organize a foreign limited 9 12 partnership and intending to have it obtain a certificate of 9 13 authority to transact business in this state and adopt the 9 14 name. 9 15 e. A foreign limited partnership formed under the name. 9 16 f. A foreign limited partnership formed under a name that 9 17 does not comply with section 488.108, subsection 2 or 3, but 9 18 the name reserved under this paragraph may differ from the 9 19 foreign limited partnership's name only to the extent 9 20 necessary to comply with section 488.108, subsections 2 and 3. 9 21 2. A person may apply to reserve a name under subsection 1 9 22 by delivering to the secretary of state for filing an 9 23 application that states the name to be reserved and the 9 24 paragraph of subsection 1 that applies. If the secretary of 9 25 state finds that the name is available for use by the 9 26 applicant, the secretary of state shall file a statement of 9 27 name reservation and reserve the name for the exclusive use of 9 28 the applicant for a nonrenewable period of one hundred twenty 9 29 days. 9 30 3. A person that has reserved a name under this section 9 31 may deliver to the secretary of state for filing a notice of 9 32 transfer that states the reserved name, the name and street 9 33 and mailing address of some other person to which the 9 34 reservation is to be transferred, and the paragraph of 9 35 subsection 1 which applies to the other person. Subject to 10 1 section 488.206, subsection 3, the transfer is effective when 10 2 the secretary of state files the notice of transfer. 10 3 Sec. 10. NEW SECTION. 488.110 EFFECT OF PARTNERSHIP 10 4 AGREEMENT – NONWAIVABLE PROVISIONS. 10 5 1. Except as otherwise provided in subsection 2, the 10 6 partnership agreement governs relations among the partners and 10 7 between the partners and the partnership. To the extent the 10 8 partnership agreement does not otherwise provide, this chapter 10 9 governs relations among the partners and between the partners 10 10 and the partnership. 10 11 2. A partnership agreement shall not do any of the 10 12 following: 10 13 a. Vary a limited partnership's power under section 10 14 488.105 to sue, be sued, and defend in its own name. 10 15 b. Vary the law applicable to a limited partnership under 10 16 section 488.106. 10 17 c. Vary the requirements of section 488.204. 10 18 d. Vary the information required under section 488.111 or 10 19 unreasonably restrict the right to information under section 10 20 488.304 or 488.407, but the partnership agreement may impose 10 21 reasonable restrictions on the availability and use of 10 22 information obtained under those sections and may define 10 23 appropriate remedies, including liquidated damages, for a 10 24 breach of any reasonable restriction on use. 10 25 e. Eliminate the duty of loyalty under section 488.408, 10 26 but the partnership agreement may do any of the following: 10 27 (1) Identify specific types or categories of activities 10 28 that do not violate the duty of loyalty, if not manifestly 10 29 unreasonable. 10 30 (2) Specify the number or percentage of partners which may 10 31 authorize or ratify, after full disclosure to all partners of 10 32 all material facts, a specific act or transaction that 10 33 otherwise would violate the duty of loyalty. 10 34 f. Unreasonably reduce the duty of care under section 10 35 488.408, subsection 3. 11 1 g. Eliminate the obligation of good faith and fair dealing 11 2 under section 488.305, subsection 2, and section 488.408, 11 3 subsection 4, but the partnership agreement may prescribe the 11 4 standards by which the performance of the obligation is to be 11 5 measured, if the standards are not manifestly unreasonable. 11 6 h. Vary the power of a person to dissociate as a general 11 7 partner under section 488.604, subsection 1, except to require 11 8 that the notice under section 488.603, subsection 1, be in a 11 9 record. 11 10 i. Vary the power of a court to decree dissolution in the 11 11 circumstances specified in section 488.802. 11 12 j. Vary the requirement to wind up the partnership's 11 13 business as specified in section 488.803. 11 14 k. Unreasonably restrict the right to maintain an action 11 15 under article 10. 11 16 l. Restrict the right of a partner under section 488.1110, 11 17 subsection 1, to approve a conversion or merger, or the right 11 18 of a general partner under section 488.1110, subsection 2, to 11 19 consent to an amendment to the certificate of limited 11 20 partnership which deletes a statement that the limited 11 21 partnership is a limited liability limited partnership. 11 22 m. Restrict rights under this chapter of a person other 11 23 than a partner or a transferee. 11 24 Sec. 11. NEW SECTION. 488.111 REQUIRED INFORMATION. 11 25 A limited partnership shall maintain at its designated 11 26 office all of the following information: 11 27 1. A current list showing the full name and last known 11 28 street and mailing address of each partner, separately 11 29 identifying the general partners, in alphabetical order, and 11 30 the limited partners, in alphabetical order. 11 31 2. A copy of the initial certificate of limited 11 32 partnership and all amendments to and restatements of the 11 33 certificate, together with signed copies of any powers of 11 34 attorney under which any certificate, amendment, or 11 35 restatement has been signed. 12 1 3. A copy of any filed articles of conversion or merger. 12 2 4. A copy of the limited partnership's federal, state, and 12 3 local income tax returns and reports, if any, for the three 12 4 most recent years. 12 5 5. A copy of any partnership agreement made in a record 12 6 and any amendment made in a record to any partnership 12 7 agreement. 12 8 6. A copy of any financial statement of the limited 12 9 partnership for the three most recent years. 12 10 7. A copy of the three most recent biennial reports 12 11 delivered by the limited partnership to the secretary of state 12 12 pursuant to section 488.210. 12 13 8. A copy of any record made by the limited partnership 12 14 during the past three years of any consent given by or vote 12 15 taken of any partner pursuant to this chapter or the 12 16 partnership agreement. 12 17 9. Unless contained in a partnership agreement made in a 12 18 record, a record stating all of the following: 12 19 a. The amount of cash, and a description and statement of 12 20 the agreed value of the other benefits, contributed and agreed 12 21 to be contributed by each partner. 12 22 b. The times at which, or events on the happening of 12 23 which, any additional contributions agreed to be made by each 12 24 partner are to be made. 12 25 c. For any person that is both a general partner and a 12 26 limited partner, a specification of what transferable interest 12 27 the person owns in each capacity. 12 28 d. Any events upon the happening of which the limited 12 29 partnership is to be dissolved and its activities wound up. 12 30 Sec. 12. NEW SECTION. 488.112 BUSINESS TRANSACTIONS OF 12 31 PARTNER WITH PARTNERSHIP. 12 32 A partner may lend money to and transact other business 12 33 with the limited partnership and has the same rights and 12 34 obligations with respect to the loan or other transaction as a 12 35 person that is not a partner. 13 1 Sec. 13. NEW SECTION. 488.113 DUAL CAPACITY. 13 2 A person may be both a general partner and a limited 13 3 partner. A person that is both a general and limited partner 13 4 has the rights, powers, duties, and obligations provided by 13 5 this chapter and the partnership agreement in each of those 13 6 capacities. When the person acts as a general partner, the 13 7 person is subject to the obligations, duties, and restrictions 13 8 under this chapter and the partnership agreement for general 13 9 partners. When the person acts as a limited partner, the 13 10 person is subject to the obligations, duties, and restrictions 13 11 under this chapter and the partnership agreement for limited 13 12 partners. 13 13 Sec. 14. NEW SECTION. 488.114 OFFICE AND AGENT FOR 13 14 SERVICE OF PROCESS. 13 15 1. A limited partnership shall designate and continuously 13 16 maintain in this state both of the following: 13 17 a. An office, which need not be a place of its activity in 13 18 this state. 13 19 b. An agent for service of process. 13 20 2. A foreign limited partnership shall designate and 13 21 continuously maintain in this state an agent for service of 13 22 process. 13 23 3. An agent for service of process of a limited 13 24 partnership or foreign limited partnership must be an 13 25 individual who is a resident of Iowa or other person 13 26 authorized to do business in this state. 13 27 Sec. 15. NEW SECTION. 488.115 CHANGE OF DESIGNATED 13 28 OFFICE OR AGENT FOR SERVICE OF PROCESS. 13 29 1. In order to change its designated office, agent for 13 30 service of process, or the address of its agent for service of 13 31 process, a limited partnership or a foreign limited 13 32 partnership may deliver to the secretary of state for filing a 13 33 statement of change containing all of the following: 13 34 a. The name of the limited partnership or foreign limited 13 35 partnership. 14 1 b. The street and mailing address of its current 14 2 designated office. 14 3 c. If the current designated office is to be changed, the 14 4 street and mailing address of the new designated office. 14 5 d. The name and street and mailing address of its current 14 6 agent for service of process. 14 7 e. If the current agent for service of process or an 14 8 address of the agent is to be changed, the new information. 14 9 2. Subject to section 488.206, subsection 3, a statement 14 10 of change is effective when filed by the secretary of state. 14 11 Sec. 16. NEW SECTION. 488.116 RESIGNATION OF AGENT FOR 14 12 SERVICE OF PROCESS. 14 13 1. In order to resign as an agent for service of process 14 14 of a limited partnership or foreign limited partnership, the 14 15 agent must deliver to the secretary of state for filing a 14 16 statement of resignation containing the name of the limited 14 17 partnership or foreign limited partnership. 14 18 2. After receiving a statement of resignation, the 14 19 secretary of state shall file it and mail a copy to the 14 20 designated office of the limited partnership or foreign 14 21 limited partnership and another copy to the principal office 14 22 if the address of the office appears in the records of the 14 23 secretary of state and is different from the address of the 14 24 designated office. 14 25 3. An agency for service of process is terminated on the 14 26 date on which the statement of resignation was filed with the 14 27 secretary of state. 14 28 Sec. 17. NEW SECTION. 488.117 SERVICE OF PROCESS. 14 29 1. An agent for service of process appointed by a limited 14 30 partnership or foreign limited partnership is an agent of the 14 31 limited partnership or foreign limited partnership for service 14 32 of any process, notice, or demand required or permitted by law 14 33 to be served upon the limited partnership or foreign limited 14 34 partnership. 14 35 2. If a limited partnership or foreign limited partnership 15 1 does not appoint or maintain an agent for service of process 15 2 in this state or the agent for service of process cannot with 15 3 reasonable diligence be found at the agent's address, the 15 4 secretary of state is an agent of the limited partnership or 15 5 foreign limited partnership upon whom process, notice, or 15 6 demand may be served. 15 7 3. Service of any process, notice, or demand on the 15 8 secretary of state may be made by delivering to and leaving 15 9 with the secretary of state duplicate copies of the process, 15 10 notice, or demand. If a process, notice, or demand is served 15 11 on the secretary of state, the secretary of state shall 15 12 forward one of the copies by certified mail or restricted 15 13 certified mail to the limited partnership or foreign limited 15 14 partnership at its designated office. 15 15 4. Service is effected under subsection 3 at the earliest 15 16 of any of the following: 15 17 a. The date the limited partnership or foreign limited 15 18 partnership receives the process, notice, or demand. 15 19 b. The date shown on the return receipt, if signed on 15 20 behalf of the limited partnership or foreign limited 15 21 partnership. 15 22 c. Five days after the process, notice, or demand is 15 23 deposited in the mail, if mailed postpaid and correctly 15 24 addressed. 15 25 5. The secretary of state shall keep a record of each 15 26 process, notice, and demand served pursuant to this section 15 27 and record the time of, and the action taken regarding, the 15 28 service. 15 29 6. This section does not affect the right to serve 15 30 process, notice, or demand in any other manner provided by 15 31 law. 15 32 Sec. 18. NEW SECTION. 488.118 CONSENT AND PROXIES OF 15 33 PARTNERS. 15 34 Action requiring the consent of partners under this chapter 15 35 may be taken without a meeting, and a partner may appoint a 16 1 proxy to consent or otherwise act for the partner by signing 16 2 an appointment record, either personally or by the partner's 16 3 attorney in fact. 16 4 ARTICLE II 16 5 FORMATION – CERTIFICATE OF LIMITED PARTNERSHIP 16 6 AND OTHER FILINGS 16 7 Sec. 19. NEW SECTION. 488.201 FORMATION OF LIMITED 16 8 PARTNERSHIP – CERTIFICATE OF LIMITED PARTNERSHIP. 16 9 1. In order for a limited partnership to be formed, a 16 10 certificate of limited partnership must be delivered to the 16 11 secretary of state for filing. The certificate must state all 16 12 of the following: 16 13 a. The name of the limited partnership, which must comply 16 14 with section 488.108. 16 15 b. The street and mailing address of the initial 16 16 designated office and the name and street and mailing address 16 17 of the initial agent for service of process. 16 18 c. The name and the street and mailing address of each 16 19 general partner. 16 20 d. Whether the limited partnership is a limited liability 16 21 limited partnership. 16 22 e. Any additional information required by article 11. 16 23 2. A certificate of limited partnership may also contain 16 24 any other matters but shall not vary or otherwise affect the 16 25 provisions specified in section 488.110, subsection 2, in a 16 26 manner inconsistent with that subsection. 16 27 3. If there has been substantial compliance with 16 28 subsection 1, subject to section 488.206, subsection 3, a 16 29 limited partnership is formed when the secretary of state 16 30 files the certificate of limited partnership. The secretary 16 31 of state's filing of the certificate is conclusive proof that 16 32 all conditions precedent to formation of the limited 16 33 partnership have been satisfied except in a proceeding by the 16 34 state to cancel or revoke the certificate or involuntarily 16 35 dissolve the limited partnership. 17 1 4. Subject to subsection 2, if any provision of a 17 2 partnership agreement is inconsistent with the filed 17 3 certificate of limited partnership or with a filed statement 17 4 of dissociation, termination, or change or filed articles of 17 5 conversion or merger, all of the following apply: 17 6 a. The partnership agreement prevails as to partners and 17 7 transferees. 17 8 b. The filed certificate of limited partnership, statement 17 9 of dissociation, termination, or change or articles of 17 10 conversion or merger prevail as to persons, other than 17 11 partners and transferees, that reasonably rely on the filed 17 12 record to their detriment. 17 13 Sec. 20. NEW SECTION. 488.202 AMENDMENT OR RESTATEMENT 17 14 OF CERTIFICATE. 17 15 1. In order to amend its certificate of limited 17 16 partnership, a limited partnership must deliver to the 17 17 secretary of state for filing an amendment or, pursuant to 17 18 article 11, articles of merger stating all of the following: 17 19 a. The name of the limited partnership. 17 20 b. The date of filing of its initial certificate. 17 21 c. The changes the amendment makes to the certificate as 17 22 most recently amended or restated. 17 23 2. A limited partnership shall promptly deliver to the 17 24 secretary of state for filing an amendment to a certificate of 17 25 limited partnership to reflect any of the following: 17 26 a. The admission of a new general partner. 17 27 b. The dissociation of a person as a general partner. 17 28 c. The appointment of a person to wind up the limited 17 29 partnership's activities under section 488.803, subsection 3 17 30 or 4. 17 31 3. A general partner that knows that any information in a 17 32 filed certificate of limited partnership was false when the 17 33 certificate was filed or has become false due to changed 17 34 circumstances shall promptly do at least one of following: 17 35 a. Cause the certificate to be amended. 18 1 b. If appropriate, deliver to the secretary of state for 18 2 filing a statement of change pursuant to section 488.115 or a 18 3 statement of correction pursuant to section 488.207. 18 4 4. A certificate of limited partnership may be amended at 18 5 any time for any other proper purpose as determined by the 18 6 limited partnership. 18 7 5. A restated certificate of limited partnership may be 18 8 delivered to the secretary of state for filing in the same 18 9 manner as an amendment. 18 10 6. Subject to section 488.206, subsection 3, an amendment 18 11 or restated certificate is effective when filed by the 18 12 secretary of state. 18 13 Sec. 21. NEW SECTION. 488.203 STATEMENT OF TERMINATION. 18 14 A dissolved limited partnership that has completed winding 18 15 up may deliver to the secretary of state for filing a 18 16 statement of termination that states all of the following: 18 17 1. The name of the limited partnership. 18 18 2. The date of filing of its initial certificate of 18 19 limited partnership. 18 20 3. Any other information as determined by the general 18 21 partners filing the statement or by a person appointed 18 22 pursuant to section 488.803, subsection 3 or 4. 18 23 Sec. 22. NEW SECTION. 488.204 SIGNING OF RECORDS. 18 24 1. Each record delivered to the secretary of state for 18 25 filing pursuant to this chapter must be signed in the 18 26 following manner: 18 27 a. An initial certificate of limited partnership must be 18 28 signed by all general partners listed in the certificate. 18 29 b. An amendment adding or deleting a statement that the 18 30 limited partnership is a limited liability limited partnership 18 31 must be signed by all general partners listed in the 18 32 certificate. 18 33 c. An amendment designating as general partner a person 18 34 admitted under section 488.801, subsection 3, paragraph "b", 18 35 following the dissociation of a limited partnership's last 19 1 general partner must be signed by the new general partner. 19 2 d. An amendment required by section 488.803, subsection 3, 19 3 following the appointment of a person to wind up the dissolved 19 4 limited partnership's activities must be signed by that 19 5 person. 19 6 e. Any other amendment must be signed by all of the 19 7 following: 19 8 (1) At least one general partner listed in the 19 9 certificate. 19 10 (2) Each other person designated in the amendment as a new 19 11 general partner. 19 12 (3) Each person that the amendment indicates has 19 13 dissociated as a general partner, unless any of the following 19 14 applies: 19 15 (a) The person is deceased or a guardian or general 19 16 conservator has been appointed for the person and the 19 17 amendment so states. 19 18 (b) The person has previously delivered to the secretary 19 19 of state for filing a statement of dissociation. 19 20 f. A restated certificate of limited partnership must be 19 21 signed by at least one general partner listed in the 19 22 certificate, and, to the extent the restated certificate 19 23 effects a change under any other paragraph of this subsection, 19 24 the certificate must be signed in a manner that satisfies that 19 25 paragraph. 19 26 g. A statement of termination must be signed by all 19 27 general partners listed in the certificate or, if the 19 28 certificate of a dissolved limited partnership lists no 19 29 general partners, by the person appointed pursuant to section 19 30 488.803, subsection 3 or 4, to wind up the dissolved limited 19 31 partnership's activities. 19 32 h. Articles of conversion must be signed by each general 19 33 partner listed in the certificate of limited partnership. 19 34 i. Articles of merger must be signed as provided in 19 35 section 488.1108, subsection 1. 20 1 j. Any other record delivered on behalf of a limited 20 2 partnership to the secretary of state for filing must be 20 3 signed by at least one general partner listed in the 20 4 certificate. 20 5 k. A statement by a person pursuant to section 488.605, 20 6 subsection 1, paragraph "d", stating that the person has 20 7 dissociated as a general partner must be signed by that 20 8 person. 20 9 l. A statement of withdrawal by a person pursuant to 20 10 section 488.306 must be signed by that person. 20 11 m. A record delivered on behalf of a foreign limited 20 12 partnership to the secretary of state for filing must be 20 13 signed by at least one general partner of the foreign limited 20 14 partnership. 20 15 n. Any other record delivered on behalf of any person to 20 16 the secretary of state for filing must be signed by that 20 17 person. 20 18 2. Any person may sign by an attorney in fact any record 20 19 to be filed pursuant to this chapter. 20 20 Sec. 23. NEW SECTION. 488.205 SIGNING AND FILING 20 21 PURSUANT TO JUDICIAL ORDER. 20 22 1. If a person required by this chapter to sign a record 20 23 or deliver a record to the secretary of state for filing does 20 24 not do so, any other person that is aggrieved may petition the 20 25 appropriate court to order any of the following: 20 26 a. The person to sign the record. 20 27 b. The person to deliver the record to the secretary of 20 28 state for filing. 20 29 c. The secretary of state to file the record unsigned. 20 30 2. If the person aggrieved under subsection 1 is not the 20 31 limited partnership or foreign limited partnership to which 20 32 the record pertains, the aggrieved person shall make the 20 33 limited partnership or foreign limited partnership a party to 20 34 the action. A person aggrieved under subsection 1 may seek 20 35 the remedies provided in subsection 1 in the same action in 21 1 combination or in the alternative. 21 2 3. A record filed unsigned pursuant to this section is 21 3 effective without being signed. 21 4 Sec. 24. NEW SECTION. 488.206 DELIVERY TO AND FILING OF 21 5 RECORDS BY SECRETARY OF STATE – EFFECTIVE TIME AND DATE. 21 6 1. A record authorized or required to be delivered to the 21 7 secretary of state for filing under this chapter must be 21 8 captioned to describe the record's purpose, contain the 21 9 information required by this chapter but may include other 21 10 information as well, and be in a medium permitted by the 21 11 secretary of state. The document must be typewritten or 21 12 printed. If the document is electronically transmitted, it 21 13 must be in a format that can be retrieved or reproduced in 21 14 typewritten or printed form. The document must be delivered 21 15 to the office of the secretary of state for filing. Delivery 21 16 may be made by electronic transmission if and to the extent 21 17 permitted by the secretary of state. The secretary of state 21 18 may adopt rules for the electronic filing of documents and the 21 19 certification of electronically filed documents. If it is 21 20 filed in typewritten or printed form and not transmitted 21 21 electronically, the secretary of state may require an exact or 21 22 conformed copy to be delivered with the document. Unless the 21 23 secretary of state determines that a record does not comply 21 24 with the filing requirements of this chapter, and if all 21 25 filing fees have been paid, the secretary of state shall file 21 26 the record and perform all of the following: 21 27 a. For a statement of dissociation, send all of the 21 28 following: 21 29 (1) A copy of the filed statement and a receipt for the 21 30 fees to the person which the statement indicates has 21 31 dissociated as a general partner. 21 32 (2) A copy of the filed statement and receipt to the 21 33 limited partnership. 21 34 b. For a statement of withdrawal, send all of the 21 35 following: 22 1 (1) A copy of the filed statement and a receipt for the 22 2 fees to the person on whose behalf the record was filed. 22 3 (2) If the statement refers to an existing limited 22 4 partnership, a copy of the filed statement and receipt to the 22 5 limited partnership. 22 6 c. For all other records, send a copy of the filed record 22 7 and a receipt for the fees to the person on whose behalf the 22 8 record was filed. 22 9 2. Upon request and payment of a fee, the secretary of 22 10 state shall send to the requester a certified copy of the 22 11 requested record. 22 12 3. Except as otherwise provided in sections 488.116 and 22 13 488.207, a record delivered to the secretary of state for 22 14 filing under this chapter may specify an effective time and a 22 15 delayed effective date. Except as otherwise provided in this 22 16 chapter, a record filed by the secretary of state is effective 22 17 according to the following: 22 18 a. If the record does not specify an effective time and 22 19 does not specify a delayed effective date, on the date and at 22 20 the time the record is filed, as evidenced by the secretary of 22 21 state's endorsement of the date and time on the record. 22 22 b. If the record specifies an effective time but not a 22 23 delayed effective date, on the date the record is filed at the 22 24 time specified in the record. 22 25 c. If the record specifies a delayed effective date but 22 26 not an effective time, at 12:01 a.m. on the earlier of either 22 27 of the following: 22 28 (1) The specified date. 22 29 (2) The ninetieth day after the record is filed. 22 30 d. If the record specifies an effective time and a delayed 22 31 effective date, at the specified time on the earlier of either 22 32 of the following: 22 33 (1) The specified date. 22 34 (2) The ninetieth day after the record is filed. 22 35 4. If the secretary of state refuses to file a document, 23 1 the secretary of state shall return it to the limited 23 2 partnership or foreign limited partnership or its 23 3 representative, together with a brief, written explanation of 23 4 the reason for the refusal. 23 5 5. The secretary of state's duty to file documents under 23 6 this section is ministerial. Filing or refusing to file a 23 7 document does not do any of the following: 23 8 a. Affect the validity or invalidity of the document in 23 9 whole or part. 23 10 b. Relate to the correctness or incorrectness of 23 11 information contained in the document. 23 12 c. Create a presumption that the document is valid or 23 13 invalid or that information contained in the document is 23 14 correct or incorrect. 23 15 Sec. 25. NEW SECTION. 488.207 CORRECTING FILED RECORD. 23 16 1. A limited partnership or foreign limited partnership 23 17 may deliver to the secretary of state for filing a statement 23 18 of correction to correct a record previously delivered by the 23 19 limited partnership or foreign limited partnership to the 23 20 secretary of state and filed by the secretary of state, if at 23 21 the time of filing the record contained false or erroneous 23 22 information or was defectively signed. 23 23 2. A statement of correction shall not state a delayed 23 24 effective date and must do all of the following: 23 25 a. Describe the record to be corrected, including its 23 26 filing date, or attach a copy of the record as filed. 23 27 b. Specify the incorrect information and the reason it is 23 28 incorrect or the manner in which the signing was defective. 23 29 c. Correct the incorrect information or defective 23 30 signature. 23 31 3. When filed by the secretary of state, a statement of 23 32 correction is effective retroactively as of the effective date 23 33 of the record the statement corrects, but the statement is 23 34 effective when filed for the following: 23 35 a. For the purposes of section 488.103, subsections 3 and 24 1 4. 24 2 b. As to persons relying on the uncorrected record and 24 3 adversely affected by the correction. 24 4 Sec. 26. NEW SECTION. 488.208 LIABILITY FOR FALSE 24 5 INFORMATION IN FILED RECORD. 24 6 1. If a record delivered to the secretary of state for 24 7 filing under this chapter and filed by the secretary of state 24 8 contains false information, a person that suffers loss by 24 9 reliance on the information may recover damages for the loss 24 10 from any or all of the following: 24 11 a. A person that signed the record, or caused another to 24 12 sign it on the person's behalf, and knew the information to be 24 13 false at the time the record was signed. 24 14 b. A general partner that has notice that the information 24 15 was false when the record was filed or has become false 24 16 because of changed circumstances, if the general partner has 24 17 notice for a reasonably sufficient time before the information 24 18 is relied upon to enable the general partner to effect an 24 19 amendment under section 488.202, file a petition pursuant to 24 20 section 488.205, or deliver to the secretary of state for 24 21 filing a statement of change pursuant to section 488.115 or a 24 22 statement of correction pursuant to section 488.207. 24 23 2. Signing a record authorized or required to be filed 24 24 under this chapter that the signer knows to be false in 24 25 material respect constitutes a serious misdemeanor punishable 24 26 by a fine not to exceed one thousand dollars. 24 27 Sec. 27. NEW SECTION. 488.209 CERTIFICATE OF EXISTENCE 24 28 OR AUTHORIZATION. 24 29 1. The secretary of state, upon request and payment of the 24 30 requisite fee, shall furnish a certificate of existence for a 24 31 limited partnership if the records filed in the office of the 24 32 secretary of state show that the secretary of state has filed 24 33 a certificate of limited partnership and has not filed a 24 34 statement of termination. A certificate of existence must 24 35 state all of the following: 25 1 a. The limited partnership's name. 25 2 b. That it was duly formed under the laws of this state 25 3 and the date of formation. 25 4 c. Whether all fees, taxes, and penalties under this 25 5 chapter or other law due to the secretary of state have been 25 6 paid. 25 7 d. Whether the limited partnership's most recent biennial 25 8 report required by section 488.210 has been filed by the 25 9 secretary of state. 25 10 e. Whether the secretary of state has administratively 25 11 dissolved the limited partnership. 25 12 f. Whether the limited partnership's certificate of 25 13 limited partnership has been amended to state that the limited 25 14 partnership is dissolved. 25 15 g. That a statement of termination has not been filed by 25 16 the secretary of state. 25 17 h. Other facts of record in the office of the secretary of 25 18 state which may be requested by the applicant. 25 19 2. The secretary of state, upon request and payment of the 25 20 requisite fee, shall furnish a certificate of authorization 25 21 for a foreign limited partnership if the records filed in the 25 22 office of the secretary of state show that the secretary of 25 23 state has filed a certificate of authority, has not revoked 25 24 the certificate of authority, and has not filed a notice of 25 25 cancellation. A certificate of authorization must state all 25 26 of the following: 25 27 a. The foreign limited partnership's name and any 25 28 alternate name adopted under section 488.905, subsection 1, 25 29 for use in this state. 25 30 b. That it is authorized to transact business in this 25 31 state. 25 32 c. Whether all fees, taxes, and penalties under this 25 33 chapter or other law due to the secretary of state have been 25 34 paid. 25 35 d. Whether the foreign limited partnership's most recent 26 1 biennial report required by section 488.210 has been filed by 26 2 the secretary of state. 26 3 e. That the secretary of state has not revoked its 26 4 certificate of authority and has not filed a notice of 26 5 cancellation. 26 6 f. Other facts of record in the office of the secretary of 26 7 state which may be requested by the applicant. 26 8 3. Subject to any qualification stated in the certificate, 26 9 a certificate of existence or authorization issued by the 26 10 secretary of state may be relied upon as conclusive evidence 26 11 that the limited partnership or foreign limited partnership is 26 12 in existence or is authorized to transact business in this 26 13 state. 26 14 Sec. 28. NEW SECTION. 488.210 BIENNIAL REPORT FOR 26 15 SECRETARY OF STATE. 26 16 1. A limited partnership or a foreign limited partnership 26 17 authorized to transact business in this state shall deliver to 26 18 the secretary of state for filing a biennial report that 26 19 states all of the following: 26 20 a. The name of the limited partnership or foreign limited 26 21 partnership. 26 22 b. The street and mailing address of its designated office 26 23 and the name and street and mailing address of its agent for 26 24 service of process in this state. 26 25 c. In the case of a limited partnership, the street and 26 26 mailing address of its principal office. 26 27 d. In the case of a foreign limited partnership, the state 26 28 or other jurisdiction under whose law the foreign limited 26 29 partnership is formed and any alternate name adopted under 26 30 section 488.905, subsection 1. 26 31 2. Information in a biennial report must be current as of 26 32 the date the biennial report is delivered to the secretary of 26 33 state for filing. 26 34 3. If a biennial report does not contain the information 26 35 required in subsection 1, the secretary of state shall 27 1 promptly notify the reporting limited partnership or foreign 27 2 limited partnership and return the report to it for 27 3 correction. If the report is corrected to contain the 27 4 information required in subsection 1 and delivered to the 27 5 secretary of state within thirty days after the effective date 27 6 of the notice, it is timely delivered. 27 7 4. If a filed biennial report contains an address of a 27 8 designated office or the name or address of an agent for 27 9 service of process which differs from the information shown in 27 10 the records of the secretary of state immediately before the 27 11 filing, the differing information in the biennial report is 27 12 considered a statement of change under section 488.115. 27 13 5. The first biennial report shall be delivered to the 27 14 secretary of state between January 1 and April 1 of the first 27 15 odd-numbered year following the calendar year in which a 27 16 limited partnership was formed or a foreign limited 27 17 partnership was authorized to transact business. Subsequent 27 18 biennial reports must be delivered to the secretary of state 27 19 between January 1 and April 1 of the following odd-numbered 27 20 calendar years. A filing fee for the biennial report shall be 27 21 determined by the secretary of state. For purposes of this 27 22 section, each biennial report shall contain information 27 23 related to the two-year period immediately preceding the 27 24 calendar year in which the report is filed. 27 25 ARTICLE III 27 26 LIMITED PARTNERS 27 27 Sec. 29. NEW SECTION. 488.301 BECOMING LIMITED PARTNER. 27 28 A person becomes a limited partner according to any of the 27 29 following: 27 30 1. As provided in the partnership agreement. 27 31 2. As the result of a conversion or merger under article 27 32 11. 27 33 3. With the consent of all the partners. 27 34 Sec. 30. NEW SECTION. 488.302 NO RIGHT OR POWER AS 27 35 LIMITED PARTNER TO BIND LIMITED PARTNERSHIP. 28 1 A limited partner does not have the right or the power as a 28 2 limited partner to act for or bind the limited partnership. 28 3 Sec. 31. NEW SECTION. 488.303 NO LIABILITY AS LIMITED 28 4 PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS. 28 5 An obligation of a limited partnership, whether arising in 28 6 contract, tort, or otherwise, is not the obligation of a 28 7 limited partner. A limited partner is not personally liable, 28 8 directly or indirectly, by way of contribution or otherwise, 28 9 for an obligation of the limited partnership solely by reason 28 10 of being a limited partner, even if the limited partner 28 11 participates in the management and control of the limited 28 12 partnership. 28 13 Sec. 32. NEW SECTION. 488.304 RIGHT OF LIMITED PARTNER 28 14 AND FORMER LIMITED PARTNER TO INFORMATION. 28 15 1. On ten days' demand, made in a record received by the 28 16 limited partnership, a limited partner may inspect and copy 28 17 required information during regular business hours in the 28 18 limited partnership's designated office. The limited partner 28 19 need not have any particular purpose for seeking the 28 20 information. 28 21 2. During regular business hours and at a reasonable 28 22 location specified by the limited partnership, a limited 28 23 partner may obtain from the limited partnership and inspect 28 24 and copy true and full information regarding the state of the 28 25 activities and financial condition of the limited partnership 28 26 and other information regarding the activities of the limited 28 27 partnership as is just and reasonable if the limited partner 28 28 complies with all of the following: 28 29 a. The limited partner seeks the information for a purpose 28 30 reasonably related to the partner's interest as a limited 28 31 partner. 28 32 b. The limited partner makes a demand in a record received 28 33 by the limited partnership, describing with reasonable 28 34 particularity the information sought and the purpose for 28 35 seeking the information. 29 1 c. The information sought is directly connected to the 29 2 limited partner's purpose. 29 3 3. Within ten days after receiving a demand pursuant to 29 4 subsection 2, the limited partnership in a record shall inform 29 5 the limited partner that made the demand of all of the 29 6 following: 29 7 a. What information the limited partnership will provide 29 8 in response to the demand. 29 9 b. When and where the limited partnership will provide the 29 10 information. 29 11 c. If the limited partnership declines to provide any 29 12 demanded information, the limited partnership's reasons for 29 13 declining. 29 14 4. Subject to subsection 6, a person dissociated as a 29 15 limited partner may inspect and copy required information 29 16 during regular business hours in the limited partnership's 29 17 designated office if the person complies with all of the 29 18 following: 29 19 a. The information pertains to the period during which the 29 20 person was a limited partner. 29 21 b. The person seeks the information in good faith. 29 22 c. The person meets the requirements of subsection 2. 29 23 5. The limited partnership shall respond to a demand made 29 24 pursuant to subsection 4 in the same manner as provided in 29 25 subsection 3. 29 26 6. If a limited partner dies, section 488.704 applies. 29 27 7. The limited partnership may impose reasonable 29 28 restrictions on the use of information obtained under this 29 29 section. In a dispute concerning the reasonableness of a 29 30 restriction under this subsection, the limited partnership has 29 31 the burden of proving reasonableness. 29 32 8. A limited partnership may charge a person that makes a 29 33 demand under this section reasonable costs of copying, limited 29 34 to the costs of labor and material. 29 35 9. Whenever this chapter or a partnership agreement 30 1 provides for a limited partner to give or withhold consent to 30 2 a matter, before the consent is given or withheld, the limited 30 3 partnership shall, without demand, provide the limited partner 30 4 with all information material to the limited partner's 30 5 decision that the limited partnership knows. 30 6 10. A limited partner or person dissociated as a limited 30 7 partner may exercise the rights under this section through an 30 8 attorney or other agent. Any restriction imposed under 30 9 subsection 7 or by the partnership agreement applies both to 30 10 the attorney or other agent and to the limited partner or 30 11 person dissociated as a limited partner. 30 12 11. The rights stated in this section do not extend to a 30 13 person as transferee, but may be exercised by the legal 30 14 representative of an individual under legal disability who is 30 15 a limited partner or person dissociated as a limited partner. 30 16 Sec. 33. NEW SECTION. 488.305 LIMITED DUTIES OF LIMITED 30 17 PARTNERS. 30 18 1. A limited partner does not have any fiduciary duty to 30 19 the limited partnership or to any other partner solely by 30 20 reason of being a limited partner. 30 21 2. A limited partner shall discharge the duties to the 30 22 partnership and the other partners under this chapter or under 30 23 the partnership agreement and exercise any rights consistently 30 24 with the obligation of good faith and fair dealing. 30 25 3. A limited partner does not violate a duty or obligation 30 26 under this chapter or under the partnership agreement merely 30 27 because the limited partner's conduct furthers the limited 30 28 partner's own interest. 30 29 Sec. 34. NEW SECTION. 488.306 PERSON ERRONEOUSLY 30 30 BELIEVING SELF TO BE LIMITED PARTNER. 30 31 1. Except as otherwise provided in subsection 2, a person 30 32 that makes an investment in a business enterprise and 30 33 erroneously but in good faith believes that the person has 30 34 become a limited partner in the enterprise is not liable for 30 35 the enterprise's obligations by reason of making the 31 1 investment, receiving distributions from the enterprise, or 31 2 exercising any rights of or appropriate to a limited partner, 31 3 if, on ascertaining the mistake, the person does either of the 31 4 following: 31 5 a. Causes an appropriate certificate of limited 31 6 partnership, amendment, or statement of correction to be 31 7 signed and delivered to the secretary of state for filing. 31 8 b. Withdraws from future participation as an owner in the 31 9 enterprise by signing and delivering to the secretary of state 31 10 for filing a statement of withdrawal under this section. 31 11 2. A person that makes an investment described in 31 12 subsection 1 is liable to the same extent as a general partner 31 13 to any third party that enters into a transaction with the 31 14 enterprise, believing in good faith that the person is a 31 15 general partner, before the secretary of state files a 31 16 statement of withdrawal, certificate of limited partnership, 31 17 amendment, or statement of correction to show that the person 31 18 is not a general partner. 31 19 3. If a person makes a diligent effort in good faith to 31 20 comply with subsection 1, paragraph "a", and is unable to 31 21 cause the appropriate certificate of limited partnership, 31 22 amendment, or statement of correction to be signed and 31 23 delivered to the secretary of state for filing, the person has 31 24 the right to withdraw from the enterprise pursuant to 31 25 subsection 1, paragraph "b", even if the withdrawal would 31 26 otherwise breach an agreement with others that are or have 31 27 agreed to become co-owners of the enterprise. 31 28 ARTICLE IV 31 29 GENERAL PARTNERS 31 30 Sec. 35. NEW SECTION. 488.401 BECOMING GENERAL PARTNER. 31 31 A person becomes a general partner according to any of the 31 32 following: 31 33 1. As provided in the partnership agreement. 31 34 2. Under section 488.801, subsection 3, paragraph "b", 31 35 following the dissociation of a limited partnership's last 32 1 general partner. 32 2 3. As the result of a conversion or merger under article 32 3 11. 32 4 4. With the consent of all the partners. 32 5 Sec. 36. NEW SECTION. 488.402 GENERAL PARTNER AGENT OF 32 6 LIMITED PARTNERSHIP. 32 7 1. Each general partner is an agent of the limited 32 8 partnership for the purposes of its activities. An act of a 32 9 general partner, including the signing of a record in the 32 10 partnership's name, for apparently carrying on in the ordinary 32 11 course the limited partnership's activities or activities of 32 12 the kind carried on by the limited partnership binds the 32 13 limited partnership, unless the general partner did not have 32 14 authority to act for the limited partnership in the particular 32 15 matter and the person with which the general partner was 32 16 dealing knew, had received a notification, or had notice under 32 17 section 488.103, subsection 4, that the general partner lacked 32 18 authority. 32 19 2. An act of a general partner which is not apparently for 32 20 carrying on in the ordinary course the limited partnership's 32 21 activities or activities of the kind carried on by the limited 32 22 partnership binds the limited partnership only if the act was 32 23 authorized in the partnership agreement or by all the other 32 24 partners. 32 25 Sec. 37. NEW SECTION. 488.403 LIMITED PARTNERSHIP LIABLE 32 26 FOR GENERAL PARTNER'S ACTIONABLE CONDUCT. 32 27 1. A limited partnership is liable for loss or injury 32 28 caused to a person, or for a penalty incurred, as a result of 32 29 a wrongful act or omission, or other actionable conduct, of a 32 30 general partner acting in the ordinary course of activities of 32 31 the limited partnership or with authority of the limited 32 32 partnership. 32 33 2. If, in the course of the limited partnership's 32 34 activities or while acting with authority of the limited 32 35 partnership, a general partner receives or causes the limited 33 1 partnership to receive money or property of a person not a 33 2 partner, and the money or property is misapplied by a general 33 3 partner, the limited partnership is liable for the loss. 33 4 Sec. 38. NEW SECTION. 488.404 GENERAL PARTNER'S 33 5 LIABILITY. 33 6 1. Except as otherwise provided in subsections 2 and 3, 33 7 all general partners are liable jointly and severally for all 33 8 obligations of the limited partnership unless otherwise agreed 33 9 by the claimant or provided by law. 33 10 2. A person that becomes a general partner of an existing 33 11 limited partnership is not personally liable for an obligation 33 12 of a limited partnership incurred before the person became a 33 13 general partner. 33 14 3. An obligation of a limited partnership incurred while 33 15 the limited partnership is a limited liability limited 33 16 partnership, whether arising in contract, tort, or otherwise, 33 17 is solely the obligation of the limited partnership. A 33 18 general partner is not personally liable, directly or 33 19 indirectly, by way of contribution or otherwise, for such an 33 20 obligation solely by reason of being or acting as a general 33 21 partner. This subsection applies despite anything 33 22 inconsistent in the partnership agreement that existed 33 23 immediately before the consent required to become a limited 33 24 liability limited partnership under section 488.406, 33 25 subsection 2, paragraph "b". 33 26 Sec. 39. NEW SECTION. 488.405 ACTIONS BY AND AGAINST 33 27 PARTNERSHIP AND PARTNERS. 33 28 1. To the extent not inconsistent with section 488.404, a 33 29 general partner may be joined in an action against the limited 33 30 partnership or named in a separate action. 33 31 2. A judgment against a limited partnership is not by 33 32 itself a judgment against a general partner. A judgment 33 33 against a limited partnership shall not be satisfied from a 33 34 general partner's assets unless there is also a judgment 33 35 against the general partner. 34 1 3. A judgment creditor of a general partner shall not levy 34 2 execution against the assets of the general partner to satisfy 34 3 a judgment based on a claim against the limited partnership, 34 4 unless the partner is personally liable for the claim under 34 5 section 488.404 and at least one of the following applies: 34 6 a. A judgment based on the same claim has been obtained 34 7 against the limited partnership and a writ of execution on the 34 8 judgment has been returned unsatisfied in whole or in part. 34 9 b. The limited partnership is a debtor in bankruptcy. 34 10 c. The general partner has agreed that the creditor need 34 11 not exhaust limited partnership assets. 34 12 d. A court grants permission to the judgment creditor to 34 13 levy execution against the assets of a general partner based 34 14 on a finding that limited partnership assets subject to 34 15 execution are clearly insufficient to satisfy the judgment, 34 16 that exhaustion of limited partnership assets is excessively 34 17 burdensome, or that the grant of permission is an appropriate 34 18 exercise of the court's equitable powers. 34 19 e. Liability is imposed on the general partner by law or 34 20 contract independent of the existence of the limited 34 21 partnership. 34 22 Sec. 40. NEW SECTION. 488.406 MANAGEMENT RIGHTS OF 34 23 GENERAL PARTNER. 34 24 1. Each general partner has equal rights in the management 34 25 and conduct of the limited partnership's activities. Except 34 26 as expressly provided in this chapter, any matter relating to 34 27 the activities of the limited partnership may be exclusively 34 28 decided by the general partner or, if there is more than one 34 29 general partner, by a majority of the general partners. 34 30 2. The consent of each partner is necessary to do any or 34 31 all of the following: 34 32 a. Amend the partnership agreement. 34 33 b. Amend the certificate of limited partnership to add or, 34 34 subject to section 488.1110, delete a statement that the 34 35 limited partnership is a limited liability limited 35 1 partnership. 35 2 c. Sell, lease, exchange, or otherwise dispose of all, or 35 3 substantially all, of the limited partnership's property, with 35 4 or without the goodwill, other than in the usual and regular 35 5 course of the limited partnership's activities. 35 6 3. A limited partnership shall reimburse a general partner 35 7 for payments made and indemnify a general partner for 35 8 liabilities incurred by the general partner in the ordinary 35 9 course of the activities of the partnership or for the 35 10 preservation of its activities or property. 35 11 4. A limited partnership shall reimburse a general partner 35 12 for an advance to the limited partnership beyond the amount of 35 13 capital the general partner agreed to contribute. 35 14 5. A payment or advance made by a general partner which 35 15 gives rise to an obligation of the limited partnership under 35 16 subsection 3 or 4 constitutes a loan to the limited 35 17 partnership which accrues interest from the date of the 35 18 payment or advance. 35 19 6. A general partner is not entitled to remuneration for 35 20 services performed for the partnership. 35 21 Sec. 41. NEW SECTION. 488.407 RIGHT OF GENERAL PARTNER 35 22 AND FORMER GENERAL PARTNER TO INFORMATION. 35 23 1. A general partner, without having any particular 35 24 purpose for seeking the information, may inspect and copy 35 25 during regular business hours any or all of the following: 35 26 a. In the limited partnership's designated office, 35 27 required information. 35 28 b. At a reasonable location specified by the limited 35 29 partnership, any other records maintained by the limited 35 30 partnership regarding the limited partnership's activities and 35 31 financial condition. 35 32 2. Each general partner and the limited partnership shall 35 33 furnish to a general partner all of the following: 35 34 a. Without demand, any information concerning the limited 35 35 partnership's activities and financial condition reasonably 36 1 required for the proper exercise of the general partner's 36 2 rights and duties under the partnership agreement or this 36 3 chapter. 36 4 b. On demand, any other information concerning the limited 36 5 partnership's activities, except to the extent the demand or 36 6 the information demanded is unreasonable or otherwise improper 36 7 under the circumstances. 36 8 3. Subject to subsection 5, on ten days' demand made in a 36 9 record received by the limited partnership, a person 36 10 dissociated as a general partner may have access to the 36 11 information and records described in subsection 1 at the 36 12 location specified in subsection 1 if all of the following 36 13 apply: 36 14 a. The information or record pertains to the period during 36 15 which the person was a general partner. 36 16 b. The person seeks the information or record in good 36 17 faith. 36 18 c. The person satisfies the requirements imposed on a 36 19 limited partner by section 488.304, subsection 2. 36 20 4. The limited partnership shall respond to a demand made 36 21 pursuant to subsection 3 in the same manner as provided in 36 22 section 488.304, subsection 3. 36 23 5. If a general partner dies, section 488.704 applies. 36 24 6. The limited partnership may impose reasonable 36 25 restrictions on the use of information under this section. In 36 26 any dispute concerning the reasonableness of a restriction 36 27 under this subsection, the limited partnership has the burden 36 28 of proving reasonableness. 36 29 7. A limited partnership may charge a person dissociated 36 30 as a general partner that makes a demand under this section 36 31 reasonable costs of copying, limited to the costs of labor and 36 32 material. 36 33 8. A general partner or person dissociated as a general 36 34 partner may exercise the rights under this section through an 36 35 attorney or other agent. Any restriction imposed under 37 1 subsection 6 or by the partnership agreement applies both to 37 2 the attorney or other agent and to the general partner or 37 3 person dissociated as a general partner. 37 4 9. The rights under this section do not extend to a person 37 5 as transferee, but the rights under subsection 3 of a person 37 6 dissociated as a general partner may be exercised by the legal 37 7 representative of an individual who dissociated as a general 37 8 partner under section 488.603, subsection 7, paragraph "b" or 37 9 "c". 37 10 Sec. 42. NEW SECTION. 488.408 GENERAL STANDARDS OF 37 11 GENERAL PARTNER'S CONDUCT. 37 12 1. The only fiduciary duties that a general partner has to 37 13 the limited partnership and the other partners are the duties 37 14 of loyalty and care under subsections 2 and 3. 37 15 2. A general partner's duty of loyalty to the limited 37 16 partnership and the other partners is limited to all of the 37 17 following: 37 18 a. To account to the limited partnership and hold as 37 19 trustee for it any property, profit, or benefit derived by the 37 20 general partner in the conduct and winding up of the limited 37 21 partnership's activities or derived from a use by the general 37 22 partner of limited partnership property, including the 37 23 appropriation of a limited partnership opportunity. 37 24 b. To refrain from dealing with the limited partnership in 37 25 the conduct or winding up of the limited partnership's 37 26 activities as or on behalf of a party having an interest 37 27 adverse to the limited partnership. 37 28 c. To refrain from competing with the limited partnership 37 29 in the conduct or winding up of the limited partnership's 37 30 activities. 37 31 3. A general partner's duty of care to the limited 37 32 partnership and the other partners in the conduct and winding 37 33 up of the limited partnership's activities is limited to 37 34 refraining from engaging in grossly negligent or reckless 37 35 conduct, intentional misconduct, or a knowing violation of 38 1 law. 38 2 4. A general partner shall discharge the duties to the 38 3 partnership and the other partners under this chapter or under 38 4 the partnership agreement and exercise any rights consistently 38 5 with the obligation of good faith and fair dealing. 38 6 5. A general partner does not violate a duty or obligation 38 7 under this chapter or under the partnership agreement merely 38 8 because the general partner's conduct furthers the general 38 9 partner's own interest. 38 10 ARTICLE V 38 11 CONTRIBUTIONS AND DISTRIBUTIONS 38 12 Sec. 43. NEW SECTION. 488.501 FORM OF CONTRIBUTION. 38 13 A contribution of a partner may consist of tangible or 38 14 intangible property or other benefit to the limited 38 15 partnership, including money, services performed, promissory 38 16 notes, other agreements to contribute cash or property, and 38 17 contracts for services to be performed. 38 18 Sec. 44. NEW SECTION. 488.502 LIABILITY FOR 38 19 CONTRIBUTION. 38 20 1. A partner's obligation to contribute money or other 38 21 property or other benefit to, or to perform services for, a 38 22 limited partnership is not excused by the partner's death, 38 23 disability, or other inability to perform personally. 38 24 2. If a partner does not make a promised nonmonetary 38 25 contribution, the partner is obligated at the option of the 38 26 limited partnership to contribute money equal to that portion 38 27 of the value, as stated in the required information, of the 38 28 stated contribution which has not been made. 38 29 3. The obligation of a partner to make a contribution or 38 30 return money or other property paid or distributed in 38 31 violation of this chapter may be compromised only by consent 38 32 of all partners. A creditor of a limited partnership which 38 33 extends credit or otherwise acts in reliance on an obligation 38 34 described in subsection 1, without notice of any compromise 38 35 under this subsection, may enforce the original obligation. 39 1 Sec. 45. NEW SECTION. 488.503 SHARING OF DISTRIBUTIONS. 39 2 A distribution by a limited partnership must be shared 39 3 among the partners on the basis of the value, as stated in the 39 4 required information, when the limited partnership decides to 39 5 make the distribution, of the contributions the limited 39 6 partnership has received from each partner. 39 7 Sec. 46. NEW SECTION. 488.504 INTERIM DISTRIBUTIONS. 39 8 A partner does not have a right to any distribution before 39 9 the dissolution and winding up of the limited partnership 39 10 unless the limited partnership decides to make an interim 39 11 distribution. 39 12 Sec. 47. NEW SECTION. 488.505 NO DISTRIBUTION ON ACCOUNT 39 13 OF DISSOCIATION. 39 14 A person does not have a right to receive a distribution on 39 15 account of dissociation. 39 16 Sec. 48. NEW SECTION. 488.506 DISTRIBUTION IN KIND. 39 17 A partner does not have a right to demand or receive any 39 18 distribution from a limited partnership in any form other than 39 19 cash. Subject to section 488.812, subsection 2, a limited 39 20 partnership may distribute an asset in kind to the extent each 39 21 partner receives a percentage of the asset equal to the 39 22 partner's share of distributions. 39 23 Sec. 49. NEW SECTION. 488.507 RIGHT TO DISTRIBUTION. 39 24 When a partner or transferee becomes entitled to receive a 39 25 distribution, the partner or transferee has the status of, and 39 26 is entitled to all remedies available to, a creditor of the 39 27 limited partnership with respect to the distribution. 39 28 However, the limited partnership's obligation to make a 39 29 distribution is subject to offset for any amount owed to the 39 30 limited partnership by the partner or dissociated partner on 39 31 whose account the distribution is made. 39 32 Sec. 50. NEW SECTION. 488.508 LIMITATIONS ON 39 33 DISTRIBUTION. 39 34 1. A limited partnership shall not make a distribution in 39 35 violation of the partnership agreement. 40 1 2. A limited partnership shall not make a distribution if 40 2 after the distribution any of the following would result: 40 3 a. The limited partnership would not be able to pay its 40 4 debts as they become due in the ordinary course of the limited 40 5 partnership's activities. 40 6 b. The limited partnership's total assets would be less 40 7 than the sum of its total liabilities plus the amount that 40 8 would be needed, if the limited partnership were to be 40 9 dissolved, wound up, and terminated at the time of the 40 10 distribution, to satisfy the preferential rights upon 40 11 dissolution, winding up, and termination of partners whose 40 12 preferential rights are superior to those of persons receiving 40 13 the distribution. 40 14 3. A limited partnership may base a determination that a 40 15 distribution is not prohibited under subsection 2 on financial 40 16 statements prepared on the basis of accounting practices and 40 17 principles that are reasonable in the circumstances or on a 40 18 fair valuation or other method that is reasonable in the 40 19 circumstances. 40 20 4. Except as otherwise provided in subsection 7, the 40 21 effect of a distribution under subsection 2 is measured 40 22 according to either of the following: 40 23 a. In the case of distribution by purchase, redemption, or 40 24 other acquisition of a transferable interest in the limited 40 25 partnership, as of the date money or other property is 40 26 transferred or debt incurred by the limited partnership. 40 27 b. In all other cases, as of the date of either of the 40 28 following: 40 29 (1) The date the distribution is authorized, if the 40 30 payment occurs within one hundred twenty days after that date. 40 31 (2) The date the payment is made, if payment occurs more 40 32 than one hundred twenty days after the distribution is 40 33 authorized. 40 34 5. A limited partnership's indebtedness to a partner 40 35 incurred by reason of a distribution made in accordance with 41 1 this section is at parity with the limited partnership's 41 2 indebtedness to its general, unsecured creditors. 41 3 6. A limited partnership's indebtedness, including 41 4 indebtedness issued in connection with or as part of a 41 5 distribution, is not considered a liability for purposes of 41 6 subsection 2 if the terms of the indebtedness provide that 41 7 payment of principal and interest are made only to the extent 41 8 that a distribution could then be made to partners under this 41 9 section. 41 10 7. If indebtedness is issued as a distribution, each 41 11 payment of principal or interest on the indebtedness is 41 12 treated as a distribution, the effect of which is measured on 41 13 the date the payment is made. 41 14 Sec. 51. NEW SECTION. 488.509 LIABILITY FOR IMPROPER 41 15 DISTRIBUTIONS. 41 16 1. A general partner that consents to a distribution made 41 17 in violation of section 488.508 is personally liable to the 41 18 limited partnership for the amount of the distribution which 41 19 exceeds the amount that could have been distributed without 41 20 the violation if it is established that in consenting to the 41 21 distribution the general partner failed to comply with section 41 22 488.408. 41 23 2. A partner or transferee that received a distribution 41 24 knowing that the distribution to that partner or transferee 41 25 was made in violation of section 488.508 is personally liable 41 26 to the limited partnership but only to the extent that the 41 27 distribution received by the partner or transferee exceeded 41 28 the amount that could have been properly paid under section 41 29 488.508. 41 30 3. A general partner against which an action is commenced 41 31 under subsection 1 may do any or all of the following: 41 32 a. Implead in the action any other person that is liable 41 33 under subsection 1 and compel contribution from the person. 41 34 b. Implead in the action any person that received a 41 35 distribution in violation of subsection 2 and compel 42 1 contribution from the person in the amount the person received 42 2 in violation of subsection 2. 42 3 4. An action under this section is barred if it is not 42 4 commenced within two years after the distribution. 42 5 ARTICLE VI 42 6 DISSOCIATION 42 7 Sec. 52. NEW SECTION. 488.601 DISSOCIATION AS LIMITED 42 8 PARTNER. 42 9 1. A person does not have a right to dissociate as a 42 10 limited partner before the termination of the limited 42 11 partnership. 42 12 2. A person is dissociated from a limited partnership as a 42 13 limited partner upon the occurrence of any of the following 42 14 events: 42 15 a. The limited partnership's having notice of the person's 42 16 express will to withdraw as a limited partner or on a later 42 17 date specified by the person. 42 18 b. An event agreed to in the partnership agreement as 42 19 causing the person's dissociation as a limited partner. 42 20 c. The person's expulsion as a limited partner pursuant to 42 21 the partnership agreement. 42 22 d. The person's expulsion as a limited partner by the 42 23 unanimous consent of the other partners if any of the 42 24 following apply: 42 25 (1) It is unlawful to carry on the limited partnership's 42 26 activities with the person as a limited partner. 42 27 (2) There has been a transfer of all of the person's 42 28 transferable interest in the limited partnership, other than a 42 29 transfer for security purposes, or a court order charging the 42 30 person's interest, which has not been foreclosed. 42 31 (3) The person is a corporation and, within ninety days 42 32 after the limited partnership notifies the person that it will 42 33 be expelled as a limited partner because it has filed a 42 34 certificate of dissolution or the equivalent, its charter has 42 35 been revoked, or its right to conduct business has been 43 1 suspended by the jurisdiction of its incorporation, there is 43 2 no revocation of the certificate of dissolution or no 43 3 reinstatement of its charter or its right to conduct business. 43 4 (4) The person is a limited liability company or 43 5 partnership that has been dissolved and whose business is 43 6 being wound up. 43 7 e. On application by the limited partnership, the person's 43 8 expulsion as a limited partner by judicial order because of 43 9 any of the following: 43 10 (1) The person engaged in wrongful conduct that adversely 43 11 and materially affected the limited partnership's activities. 43 12 (2) The person willfully or persistently committed a 43 13 material breach of the partnership agreement or of the 43 14 obligation of good faith and fair dealing under section 43 15 488.305, subsection 2. 43 16 (3) The person engaged in conduct relating to the limited 43 17 partnership's activities which makes it not reasonably 43 18 practicable to carry on the activities with the person as 43 19 limited partner. 43 20 f. In the case of a person who is an individual, the 43 21 person's death. 43 22 g. In the case of a person that is a trust or is acting as 43 23 a limited partner by virtue of being a trustee of a trust, 43 24 distribution of the trust's entire transferable interest in 43 25 the limited partnership, but not merely by reason of the 43 26 substitution of a successor trustee. 43 27 h. In the case of a person that is an estate or is acting 43 28 as a limited partner by virtue of being a personal 43 29 representative of an estate, distribution of the estate's 43 30 entire transferable interest in the limited partnership, but 43 31 not merely by reason of the substitution of a successor 43 32 personal representative. 43 33 i. Termination of a limited partner that is not an 43 34 individual, partnership, limited liability company, 43 35 corporation, trust, or estate. 44 1 j. The limited partnership's participation in a conversion 44 2 or merger under article 11, if either of the following 44 3 applies: 44 4 (1) The limited partnership is not the converted or 44 5 surviving entity. 44 6 (2) The limited partnership is the converted or surviving 44 7 entity but, as a result of the conversion or merger, the 44 8 person ceases to be a limited partner. 44 9 Sec. 53. NEW SECTION. 488.602 EFFECT OF DISSOCIATION AS 44 10 LIMITED PARTNER. 44 11 1. Upon a person's dissociation as a limited partner, all 44 12 of the following apply: 44 13 a. Subject to section 488.704, the person does not have 44 14 further rights as a limited partner. 44 15 b. The person's obligation of good faith and fair dealing 44 16 as a limited partner under section 488.305, subsection 2, 44 17 continues only as to matters arising and events occurring 44 18 before the dissociation. 44 19 c. Subject to section 488.704 and article 11, any 44 20 transferable interest owned by the person in the person's 44 21 capacity as a limited partner immediately before dissociation 44 22 is owned by the person as a mere transferee. 44 23 2. A person's dissociation as a limited partner does not 44 24 of itself discharge the person from any obligation to the 44 25 limited partnership or the other partners which the person 44 26 incurred while a limited partner. 44 27 Sec. 54. NEW SECTION. 488.603 DISSOCIATION AS GENERAL 44 28 PARTNER. 44 29 A person is dissociated from a limited partnership as a 44 30 general partner upon the occurrence of any of the following 44 31 events: 44 32 1. The limited partnership's having notice of the person's 44 33 express will to withdraw as a general partner or on a later 44 34 date specified by the person. 44 35 2. An event agreed to in the partnership agreement as 45 1 causing the person's dissociation as a general partner. 45 2 3. The person's expulsion as a general partner pursuant to 45 3 the partnership agreement. 45 4 4. The person's expulsion as a general partner by the 45 5 unanimous consent of the other partners if any of the 45 6 following apply: 45 7 a. It is unlawful to carry on the limited partnership's 45 8 activities with the person as a general partner. 45 9 b. There has been a transfer of all or substantially all 45 10 of the person's transferable interest in the limited 45 11 partnership, other than a transfer for security purposes, or a 45 12 court order charging the person's interest, which has not been 45 13 foreclosed. 45 14 c. The person is an entity which participates in a merger 45 15 and is not the surviving entity. 45 16 5. On application by the limited partnership, the person's 45 17 expulsion as a general partner by judicial determination 45 18 because of any of the following: 45 19 a. The person engaged in wrongful conduct that adversely 45 20 and materially affected the limited partnership activities. 45 21 b. The person willfully or persistently committed a 45 22 material breach of the partnership agreement or of a duty owed 45 23 to the partnership or the other partners under section 45 24 488.408. 45 25 c. The person engaged in conduct relating to the limited 45 26 partnership's activities which makes it not reasonably 45 27 practicable to carry on the activities of the limited 45 28 partnership with the person as a general partner. 45 29 6. The person does or is one of the following: 45 30 a. Becomes a debtor in bankruptcy. 45 31 b. Executes an assignment for the benefit of creditors. 45 32 c. Seeks, consents to, or acquiesces in the appointment of 45 33 a trustee, receiver, or liquidator of the person or of all or 45 34 substantially all of the person's property. 45 35 d. Fails, within ninety days after the appointment, to 46 1 have vacated or stayed the appointment of a trustee, receiver, 46 2 or liquidator of the general partner or of all or 46 3 substantially all of the person's property obtained without 46 4 the person's consent or acquiescence, or failing within ninety 46 5 days after the expiration of a stay to have the appointment 46 6 vacated. 46 7 e. Is a corporation that has filed articles of dissolution 46 8 or the equivalent, has had its charter revoked, or has had its 46 9 right to conduct business suspended by the jurisdiction of its 46 10 incorporation, and all of the following apply: 46 11 (1) There is no revocation of the articles of dissolution 46 12 or no reinstatement of its charter of its right to conduct 46 13 business within ninety days after such filing, revocation, or 46 14 suspension. 46 15 (2) The limited partnership, or any partner, notifies the 46 16 partners that such filing, revocation, or suspension has 46 17 occurred, and no vote to retain the general partner occurs 46 18 within ninety days of such notification. 46 19 f. Is a limited liability company or partnership that has 46 20 been dissolved and whose business is being wound up, and the 46 21 limited partnership, or any partner, notifies the partners 46 22 that such dissolution has occurred and no vote to retain the 46 23 general partner occurs with ninety days of such notification. 46 24 7. In the case of a person who is an individual, any of 46 25 the following: 46 26 a. The person's death. 46 27 b. The appointment of a guardian or general conservator 46 28 for the person. 46 29 c. A judicial determination that the person has otherwise 46 30 become incapable of performing the person's duties as a 46 31 general partner under the partnership agreement. 46 32 8. In the case of a person that is a trust or is acting as 46 33 a general partner by virtue of being a trustee of a trust, 46 34 distribution of the trust's entire transferable interest in 46 35 the limited partnership, but not merely by reason of the 47 1 substitution of a successor trustee. 47 2 9. In the case of a person that is an estate or is acting 47 3 as a general partner by virtue of being a personal 47 4 representative of an estate, distribution of the estate's 47 5 entire transferable interest in the limited partnership, but 47 6 not merely by reason of the substitution of a successor 47 7 personal representative. 47 8 10. Termination of a general partner that is not an 47 9 individual, partnership, limited liability company, 47 10 corporation, trust, or estate. 47 11 11. The limited partnership's participation in a 47 12 conversion or merger under article 11, if either of the 47 13 following applies: 47 14 a. The limited partnership is not the converted or 47 15 surviving entity. 47 16 b. The limited partnership is the converted or surviving 47 17 entity but, as a result of the conversion or merger, the 47 18 person ceases to be a general partner. 47 19 Sec. 55. NEW SECTION. 488.604 PERSON'S POWER TO 47 20 DISSOCIATE AS GENERAL PARTNER – WRONGFUL DISSOCIATION. 47 21 1. A person has the power to dissociate as a general 47 22 partner at any time, rightfully or wrongfully, by express will 47 23 pursuant to section 488.603, subsection 1. 47 24 2. A person's dissociation as a general partner is 47 25 wrongful only if either of the following applies: 47 26 a. The dissociation is in breach of an express provision 47 27 of the partnership agreement. 47 28 b. The dissociation occurs before the termination of the 47 29 limited partnership, and at least one of the following also 47 30 applies: 47 31 (1) The person withdraws as a general partner by express 47 32 will. 47 33 (2) The person is expelled as a general partner by 47 34 judicial determination under section 488.603, subsection 5. 47 35 (3) The person is dissociated as a general partner by 48 1 becoming a debtor in bankruptcy. 48 2 (4) In the case of a person that is not an individual, 48 3 trust other than a business trust, or estate, the person is 48 4 expelled or otherwise dissociated as a general partner because 48 5 it willfully dissolved or terminated. 48 6 3. A person that wrongfully dissociates as a general 48 7 partner is liable to the limited partnership and, subject to 48 8 section 488.1001, to the other partners for damages caused by 48 9 the dissociation. The liability is in addition to any other 48 10 obligation of the general partner to the limited partnership 48 11 or to the other partners. 48 12 Sec. 56. NEW SECTION. 488.605 EFFECT OF DISSOCIATION AS 48 13 GENERAL PARTNER. 48 14 1. Upon a person's dissociation as a general partner, all 48 15 of the following apply: 48 16 a. The person's right to participate as a general partner 48 17 in the management and conduct of the partnership's activities 48 18 terminates. 48 19 b. The person's duty of loyalty as a general partner under 48 20 section 488.408, subsection 2, paragraph "c", terminates. 48 21 c. The person's duty of loyalty as a general partner under 48 22 section 488.408, subsection 2, paragraphs "a" and "b", and 48 23 duty of care under section 488.408, subsection 3, continue 48 24 only with regard to matters arising and events occurring 48 25 before the person's dissociation as a general partner. 48 26 d. The person may sign and deliver to the secretary of 48 27 state for filing a statement of dissociation pertaining to the 48 28 person and, at the request of the limited partnership, shall 48 29 sign an amendment to the certificate of limited partnership 48 30 which states that the person has dissociated. 48 31 e. Subject to section 488.704 and article 11, any 48 32 transferable interest owned by the person immediately before 48 33 dissociation in the person's capacity as a general partner is 48 34 owned by the person as a mere transferee. 48 35 2. A person's dissociation as a general partner does not 49 1 of itself discharge the person from any obligation to the 49 2 limited partnership or the other partners which the person 49 3 incurred while a general partner. 49 4 Sec. 57. NEW SECTION. 488.606 POWER TO BIND – LIABILITY 49 5 TO LIMITED PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF 49 6 PERSON DISSOCIATED AS GENERAL PARTNER. 49 7 1. After a person is dissociated as a general partner and 49 8 before the limited partnership is dissolved, converted under 49 9 article 11, or merged out of existence under article 11, the 49 10 limited partnership is bound by an act of the person only if 49 11 all of the following apply: 49 12 a. The act would have bound the limited partnership under 49 13 section 488.402 before the dissociation. 49 14 b. At the time the other party enters into the 49 15 transaction, all of the following apply: 49 16 (1) Less than two years have passed since the 49 17 dissociation. 49 18 (2) The other party does not have notice of the 49 19 dissociation and reasonably believes that the person is a 49 20 general partner. 49 21 2. If a limited partnership is bound under subsection 1, 49 22 the person dissociated as a general partner which caused the 49 23 limited partnership to be bound is liable to the following: 49 24 a. To the limited partnership for any damage caused to the 49 25 limited partnership arising from the obligation incurred under 49 26 subsection 1. 49 27 b. If a general partner or another person dissociated as a 49 28 general partner is liable for the obligation, to the general 49 29 partner or other person for any damage caused to the general 49 30 partner or other person arising from the liability. 49 31 Sec. 58. NEW SECTION. 488.607 LIABILITY TO OTHER PERSONS 49 32 OF PERSON DISSOCIATED AS GENERAL PARTNER. 49 33 1. A person's dissociation as a general partner does not 49 34 of itself discharge the person's liability as a general 49 35 partner for an obligation of the limited partnership incurred 50 1 before dissociation. Except as otherwise provided in 50 2 subsections 2 and 3, the person is not liable for a limited 50 3 partnership's obligation incurred after dissociation. 50 4 2. A person whose dissociation as a general partner 50 5 resulted in a dissolution and winding up of the limited 50 6 partnership's activities is liable to the same extent as a 50 7 general partner under section 488.404 on an obligation 50 8 incurred by the limited partnership under section 488.804. 50 9 3. A person that has dissociated as a general partner but 50 10 whose dissociation did not result in a dissolution and winding 50 11 up of the limited partnership's activities is liable on a 50 12 transaction entered into by the limited partnership after the 50 13 dissociation only if all of the following apply: 50 14 a. A general partner would be liable on the transaction. 50 15 b. At the time the other party enters into the 50 16 transaction, all of the following apply: 50 17 (1) Less than two years have passed since the 50 18 dissociation. 50 19 (2) The other party does not have notice of the 50 20 dissociation and reasonably believes that the person is a 50 21 general partner. 50 22 4. By agreement with a creditor of a limited partnership 50 23 and the limited partnership, a person dissociated as a general 50 24 partner may be released from liability for an obligation of 50 25 the limited partnership. 50 26 5. A person dissociated as a general partner is released 50 27 from liability for an obligation of the limited partnership if 50 28 the limited partnership's creditor, with notice of the 50 29 person's dissociation as a general partner but without the 50 30 person's consent, agrees to a material alteration in the 50 31 nature or time of payment of the obligation. 50 32 ARTICLE VII 50 33 TRANSFERABLE INTERESTS AND RIGHTS 50 34 Sec. 59. NEW SECTION. 488.701 PARTNER'S TRANSFERABLE 50 35 INTEREST. 51 1 The only interest of a partner which is transferable is the 51 2 partner's transferable interest. A transferable interest is 51 3 personal property. 51 4 Sec. 60. NEW SECTION. 488.702 TRANSFER OF PARTNER'S 51 5 TRANSFERABLE INTEREST. 51 6 1. All of the following apply to a transfer, in whole or 51 7 in part, of a partner's transferable interest: 51 8 a. It is permissible. 51 9 b. It does not by itself cause the partner's dissociation 51 10 or a dissolution and winding up of the limited partnership's 51 11 activities. 51 12 c. It does not, as against the other partners or the 51 13 limited partnership, entitle the transferee to participate in 51 14 the management or conduct of the limited partnership's 51 15 activities, to require access to information concerning the 51 16 limited partnership's transactions except as otherwise 51 17 provided in subsection 3, or to inspect or copy the required 51 18 information or the limited partnership's other records. 51 19 2. A transferee has a right to receive, in accordance with 51 20 the transfer, all of the following: 51 21 a. Distributions to which the transferor would otherwise 51 22 be entitled. 51 23 b. Upon the dissolution and winding up of the limited 51 24 partnership's activities, the net amount otherwise 51 25 distributable to the transferor. 51 26 3. In a dissolution and winding up, a transferee is 51 27 entitled to an account of the limited partnership's 51 28 transactions only from the date of dissolution. 51 29 4. Upon transfer, the transferor retains the rights of a 51 30 partner other than the interest in distributions transferred 51 31 and retains all duties and obligations of a partner. 51 32 5. A limited partnership need not give effect to a 51 33 transferee's rights under this section until the limited 51 34 partnership has notice of the transfer. 51 35 6. A transfer of a partner's transferable interest in the 52 1 limited partnership in violation of a restriction on transfer 52 2 contained in the partnership agreement is ineffective as to a 52 3 person having notice of the restriction at the time of 52 4 transfer. 52 5 7. A transferee that becomes a partner with respect to a 52 6 transferable interest is liable for the transferor's 52 7 obligations under sections 488.502 and 488.509. However, the 52 8 transferee is not obligated for liabilities unknown to the 52 9 transferee at the time the transferee became a partner. 52 10 Sec. 61. NEW SECTION. 488.703 RIGHTS OF CREDITOR OF 52 11 PARTNER OR TRANSFEREE. 52 12 1. On application to a court of competent jurisdiction by 52 13 any judgment creditor of a partner or transferee, the court 52 14 may charge the transferable interest of the judgment debtor 52 15 with payment of the unsatisfied amount of the judgment with 52 16 interest. To the extent so charged, the judgment creditor has 52 17 only the rights of a transferee. The court may appoint a 52 18 receiver of the share of the distributions due or to become 52 19 due to the judgment debtor in respect of the partnership and 52 20 make all other orders, directions, accounts, and inquiries the 52 21 judgment debtor might have made or which the circumstances of 52 22 the case may require to give effect to the charging order. 52 23 2. A charging order constitutes a lien on the judgment 52 24 debtor's transferable interest. The court may order a 52 25 foreclosure upon the interest subject to the charging order at 52 26 any time. The purchaser at the foreclosure sale has the 52 27 rights of a transferee. 52 28 3. At any time before foreclosure, an interest charged may 52 29 be redeemed by any of the following: 52 30 a. By the judgment debtor. 52 31 b. With property other than limited partnership property, 52 32 by one or more of the other partners. 52 33 c. With limited partnership property, by the limited 52 34 partnership with the consent of all partners whose interests 52 35 are not so charged. 53 1 4. This chapter does not deprive any partner or transferee 53 2 of the benefit of any exemption laws applicable to the 53 3 partner's or transferee's transferable interest. 53 4 5. This section provides the exclusive remedy by which a 53 5 judgment creditor of a partner or transferee may satisfy a 53 6 judgment out of the judgment debtor's transferable interest. 53 7 Sec. 62. NEW SECTION. 488.704 POWER OF ESTATE OF 53 8 DECEASED PARTNER. 53 9 If a partner dies, the deceased partner's personal 53 10 representative or other legal representative may exercise the 53 11 rights of a transferee as provided in section 488.702 and, for 53 12 the purposes of settling the estate, may exercise the rights 53 13 of a current limited partner under section 488.304. 53 14 ARTICLE VIII 53 15 DISSOLUTION 53 16 Sec. 63. NEW SECTION. 488.801 NONJUDICIAL DISSOLUTION. 53 17 Except as otherwise provided in section 488.802, a limited 53 18 partnership is dissolved, and its activities must be wound up, 53 19 only upon the occurrence of any of the following: 53 20 1. The happening of an event specified in the partnership 53 21 agreement. 53 22 2. The consent of all general partners and of limited 53 23 partners owning a majority of the rights to receive 53 24 distributions as limited partners at the time the consent is 53 25 to be effective. 53 26 3. After the dissociation of a person as a general 53 27 partner, upon occurrence of either of the following: 53 28 a. If the limited partnership has at least one remaining 53 29 general partner, the consent to dissolve the limited 53 30 partnership given within ninety days after the dissociation by 53 31 partners owning a majority of the rights to receive 53 32 distributions as partners at the time the consent is to be 53 33 effective. 53 34 b. If the limited partnership does not have a remaining 53 35 general partner, the passage of ninety days after the 54 1 dissociation, unless before the end of the period, all of the 54 2 following occur: 54 3 (1) Consent to continue the activities of the limited 54 4 partnership and admit at least one general partner is given by 54 5 limited partners owning a majority of the rights to receive 54 6 distributions as limited partners at the time the consent is 54 7 to be effective. 54 8 (2) At least one person is admitted as a general partner 54 9 in accordance with the consent. 54 10 4. The passage of ninety days after the dissociation of 54 11 the limited partnership's last limited partner, unless before 54 12 the end of the period the limited partnership admits at least 54 13 one limited partner. 54 14 5. The signing and filing of a declaration of dissolution 54 15 by the secretary of state under section 488.809, subsection 3. 54 16 Sec. 64. NEW SECTION. 488.802 JUDICIAL DISSOLUTION. 54 17 On application by or for a partner, the district court for 54 18 the county in which the office described in section 488.114, 54 19 subsection 1, paragraph "a", is located may order dissolution 54 20 of a limited partnership if it is not reasonably practicable 54 21 to carry on the activities of the limited partnership in 54 22 conformity with the partnership agreement. 54 23 Sec. 65. NEW SECTION. 488.803 WINDING UP. 54 24 1. A limited partnership continues after dissolution only 54 25 for the purpose of winding up its activities. 54 26 2. In winding up its activities, the limited partnership: 54 27 a. May amend its certificate of limited partnership to 54 28 state that the limited partnership is dissolved, preserve the 54 29 limited partnership business or property as a going concern 54 30 for a reasonable time, prosecute and defend actions and 54 31 proceedings, whether civil, criminal, or administrative, 54 32 transfer the limited partnership's property, settle disputes 54 33 by mediation or arbitration, file a statement of termination 54 34 as provided in section 488.203, and perform other necessary 54 35 acts. 55 1 b. Shall discharge the limited partnership's liabilities, 55 2 settle and close the limited partnership's activities, and 55 3 marshal and distribute the assets of the partnership. 55 4 3. If a dissolved limited partnership does not have a 55 5 general partner, a person to wind up the dissolved limited 55 6 partnership's activities may be appointed by the consent of 55 7 limited partners owning a majority of the rights to receive 55 8 distributions as limited partners at the time the consent is 55 9 to be effective. A person appointed under this subsection: 55 10 a. Has the powers of a general partner under section 55 11 488.804. 55 12 b. Shall promptly amend the certificate of limited 55 13 partnership to state all of the following: 55 14 (1) That the limited partnership does not have a general 55 15 partner. 55 16 (2) The name of the person that has been appointed to wind 55 17 up the limited partnership. 55 18 (3) The street and mailing address of the person. 55 19 4. On the application of any partner, the district court 55 20 in the county in which the office described in section 55 21 488.144, subsection 1, paragraph "a", is located may order 55 22 judicial supervision of the winding up, including the 55 23 appointment of a person to wind up the dissolved limited 55 24 partnership's activities, if any of the following applies: 55 25 a. A limited partnership does not have a general partner 55 26 and within a reasonable time following the dissolution no 55 27 person has been appointed pursuant to subsection 3. 55 28 b. The applicant establishes other good cause. 55 29 Sec. 66. NEW SECTION. 488.804 POWER OF GENERAL PARTNER 55 30 AND PERSON DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP 55 31 AFTER DISSOLUTION. 55 32 1. A limited partnership is bound by a general partner's 55 33 act after dissolution in which any of the following applies: 55 34 a. The act is appropriate for winding up the limited 55 35 partnership's activities. 56 1 b. The act would have bound the limited partnership under 56 2 section 488.402 before dissolution, if, at the time the other 56 3 party enters into the transaction, the other party does not 56 4 have notice of the dissolution. 56 5 2. A person dissociated as a general partner binds a 56 6 limited partnership through an act occurring after dissolution 56 7 if both of the following apply: 56 8 a. At the time the other party enters into the 56 9 transaction, all of the following apply: 56 10 (1) Less than two years have passed since the 56 11 dissociation. 56 12 (2) The other party does not have notice of the 56 13 dissociation and reasonably believes that the person is a 56 14 general partner. 56 15 b. At least one of the following applies: 56 16 (1) The act is appropriate for winding up the limited 56 17 partnership's activities. 56 18 (2) The act would have bound the limited partnership under 56 19 section 488.402 before dissolution and at the time the other 56 20 party enters into the transaction the other party does not 56 21 have notice of the dissolution. 56 22 Sec. 67. NEW SECTION. 488.805 LIABILITY AFTER 56 23 DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS 56 24 GENERAL PARTNER TO LIMITED PARTNERSHIP, OTHER GENERAL 56 25 PARTNERS, AND PERSONS DISSOCIATED AS GENERAL PARTNER. 56 26 1. If a general partner having knowledge of the 56 27 dissolution causes a limited partnership to incur an 56 28 obligation under section 488.804, subsection 1, by an act that 56 29 is not appropriate for winding up the partnership's 56 30 activities, the general partner is liable for all of the 56 31 following: 56 32 a. To the limited partnership for any damage caused to the 56 33 limited partnership arising from the obligation. 56 34 b. If another general partner or a person dissociated as a 56 35 general partner is liable for the obligation, to that other 57 1 general partner or person for any damage caused to that other 57 2 general partner or person arising from the liability. 57 3 2. If a person dissociated as a general partner causes a 57 4 limited partnership to incur an obligation under section 57 5 488.804, subsection 2, the person is liable for all of the 57 6 following: 57 7 a. To the limited partnership for any damage caused to the 57 8 limited partnership arising from the obligation. 57 9 b. If a general partner or another person dissociated as a 57 10 general partner is liable for the obligation, to the general 57 11 partner or other person for any damage caused to the general 57 12 partner or other person arising from the liability. 57 13 Sec. 68. NEW SECTION. 488.806 KNOWN CLAIMS AGAINST 57 14 DISSOLVED LIMITED PARTNERSHIP. 57 15 1. A dissolved limited partnership may dispose of the 57 16 known claims against it by following the procedure described 57 17 in subsection 2. 57 18 2. A dissolved limited partnership may notify its known 57 19 claimants of the dissolution in a record. The notice must do 57 20 all of the following: 57 21 a. Specify the information required to be included in a 57 22 claim. 57 23 b. Provide a mailing address to which the claim is to be 57 24 sent. 57 25 c. State the deadline for receipt of the claim, which may 57 26 not be less than one hundred twenty days after the date the 57 27 notice is received by the claimant. 57 28 d. State that the claim will be barred if not received by 57 29 the deadline. 57 30 e. Unless the limited partnership has been throughout its 57 31 existence a limited liability limited partnership or elected 57 32 under prior law to become a limited liability limited 57 33 partnership, state that the barring of a claim against the 57 34 limited partnership will also bar any corresponding claim 57 35 against any general partner or person dissociated as a general 58 1 partner which is based on section 488.404. 58 2 3. A claim against a dissolved limited partnership is 58 3 barred if the requirements of subsection 2 are met and at 58 4 least one of the following applies: 58 5 a. The claim is not received by the specified deadline. 58 6 b. In the case of a claim that is timely received but 58 7 rejected by the dissolved limited partnership, the claimant 58 8 does not commence an action to enforce the claim against the 58 9 limited partnership within ninety days after the receipt of 58 10 the notice of the rejection. 58 11 4. This section does not apply to a claim based on an 58 12 event occurring after the effective date of dissolution or a 58 13 liability that is contingent on that date. 58 14 Sec. 69. NEW SECTION. 488.807 OTHER CLAIMS AGAINST 58 15 DISSOLVED LIMITED PARTNERSHIP. 58 16 1. A dissolved limited partnership may publish notice of 58 17 its dissolution and request persons having claims against the 58 18 limited partnership to present them in accordance with the 58 19 notice. 58 20 2. The notice must do all of the following: 58 21 a. Be published at least once in a newspaper of general 58 22 circulation in the county in which the dissolved limited 58 23 partnership's principal office is located or, if it has none 58 24 in this state, in the county in which the limited 58 25 partnership's designated office is or was last located. 58 26 b. Describe the information required to be contained in a 58 27 claim and provide a mailing address to which the claim is to 58 28 be sent. 58 29 c. State that a claim against the limited partnership is 58 30 barred unless an action to enforce the claim is commenced 58 31 within five years after publication of the notice. 58 32 d. Unless the limited partnership has been throughout its 58 33 existence a limited liability limited partnership or elected 58 34 under prior law to become a limited liability limited 58 35 partnership, state that the barring of a claim against the 59 1 limited partnership will also bar any corresponding claim 59 2 against any general partner or person dissociated as a general 59 3 partner which is based on section 488.404. 59 4 3. If a dissolved limited partnership publishes a notice 59 5 in accordance with subsection 2, the claim of each of the 59 6 following claimants is barred unless the claimant commences an 59 7 action to enforce the claim against the dissolved limited 59 8 partnership within five years after the publication date of 59 9 the notice: 59 10 a. A claimant that did not receive notice in a record 59 11 under section 488.806. 59 12 b. A claimant whose claim was timely sent to the dissolved 59 13 limited partnership but not acted on. 59 14 c. A claimant whose claim is contingent or based on an 59 15 event occurring after the effective date of dissolution. 59 16 4. A claim not barred under this section may be enforced: 59 17 a. Against the dissolved limited partnership, to the 59 18 extent of its undistributed assets. 59 19 b. If the assets have been distributed in liquidation, 59 20 against a partner or transferee to the extent of that person's 59 21 proportionate share of the claim or the limited partnership's 59 22 assets distributed to the partner or transferee in 59 23 liquidation, whichever is less, but a person's total liability 59 24 for all claims under this paragraph does not exceed the total 59 25 amount of assets distributed to the person as part of the 59 26 winding up of the dissolved limited partnership. 59 27 c. Against any person liable on the claim under section 59 28 488.404. 59 29 Sec. 70. NEW SECTION. 488.808 COURT PROCEEDINGS. 59 30 1. A dissolved limited partnership that has published a 59 31 notice under section 488.807 may file an application with the 59 32 district court of the county in which the office described in 59 33 section 488.114 is located for a determination of the amount 59 34 and form of security to be provided for the payment of claims 59 35 that are contingent or have not been made known to the 60 1 dissolved limited partnership or that are based on an event 60 2 occurring after the effective date of dissolution but that 60 3 based on the facts known to the dissolved limited partnership, 60 4 are reasonably estimated to arise after the effective date of 60 5 dissolution. Provision need not be made for any claim that is 60 6 or is reasonably anticipated to be barred under section 60 7 488.807. 60 8 2. Within ten days after the filing of the application, 60 9 notice of the proceeding shall be given by the dissolved 60 10 limited partnership to each claimant holding a contingent 60 11 claim whose contingent claim is shown on the records of the 60 12 dissolved limited partnership. 60 13 3. The court may appoint a guardian ad litem to represent 60 14 all claimants whose identities are unknown in any proceeding 60 15 brought under this section. The reasonable fees and expenses 60 16 of such guardian, including all reasonable expert witness 60 17 fees, shall be paid by the dissolved limited partnership. 60 18 4. Provision by the dissolved limited partnership for 60 19 security in the amount and form ordered by the court under 60 20 subsection 1 shall satisfy the dissolved limited partnership's 60 21 obligations with respect to claims that are contingent, have 60 22 not been made known to the dissolved limited partnership or 60 23 are based on an event occurring after the effective date of 60 24 dissolution, and such claims shall not be enforced against a 60 25 partner who received assets in liquidation. 60 26 Sec. 71. NEW SECTION. 488.808A LIABILITY OF GENERAL 60 27 PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM 60 28 AGAINST LIMITED PARTNERSHIP BARRED. 60 29 If a claim against a dissolved limited partnership is 60 30 barred under section 488.806 or 488.807, any corresponding 60 31 claim under section 488.404 is also barred. 60 32 Sec. 72. NEW SECTION. 488.809 ADMINISTRATIVE 60 33 DISSOLUTION. 60 34 1. The secretary of state may dissolve a limited 60 35 partnership administratively if the limited partnership does 61 1 not, within sixty days after the due date, do any of the 61 2 following: 61 3 a. Pay any fee, tax, or penalty under this chapter or 61 4 other law due to the secretary of state. 61 5 b. Deliver its biennial report to the secretary of state. 61 6 2. If the secretary of state determines that a ground 61 7 exists for administratively dissolving a limited partnership, 61 8 the secretary of state shall file a record of the 61 9 determination and serve the limited partnership with a copy of 61 10 the filed record. 61 11 3. If within sixty days after service of the copy the 61 12 limited partnership does not correct each ground for 61 13 dissolution or demonstrate to the reasonable satisfaction of 61 14 the secretary of state that each ground determined by the 61 15 secretary of state does not exist, the secretary of state 61 16 shall administratively dissolve the limited partnership by 61 17 preparing, signing, and filing a declaration of dissolution 61 18 that states the grounds for dissolution. The secretary of 61 19 state shall serve the limited partnership with a copy of the 61 20 filed declaration. 61 21 4. A limited partnership administratively dissolved 61 22 continues its existence but may carry on only activities 61 23 necessary to wind up its activities and liquidate its assets 61 24 under sections 488.803 and 488.812 and to notify claimants 61 25 under sections 488.806 and 488.807. 61 26 5. The administrative dissolution of a limited partnership 61 27 does not terminate the authority of its agent for service of 61 28 process. 61 29 Sec. 73. NEW SECTION. 488.810 REINSTATEMENT FOLLOWING 61 30 ADMINISTRATIVE DISSOLUTION. 61 31 1. A limited partnership that has been administratively 61 32 dissolved may apply to the secretary of state for 61 33 reinstatement within two years after the effective date of 61 34 dissolution. The application must be delivered to the 61 35 secretary of state for filing and state all of the following: 62 1 a. The name of the limited partnership and the effective 62 2 date of its administrative dissolution. 62 3 b. That the grounds for dissolution either did not exist 62 4 or have been eliminated. 62 5 c. That the limited partnership's name satisfies the 62 6 requirements of section 488.108. 62 7 2. If the secretary of state determines that an 62 8 application contains the information required by subsection 2 62 9 and that the information is correct, the secretary of state 62 10 shall prepare a declaration of reinstatement that states this 62 11 determination, sign, and file the original of the declaration 62 12 of reinstatement, and serve the limited partnership with a 62 13 copy. 62 14 3. When reinstatement becomes effective, it relates back 62 15 to and takes effect as of the effective date of the 62 16 administrative dissolution and the limited partnership may 62 17 resume its activities as if the administrative dissolution had 62 18 never occurred. 62 19 Sec. 74. NEW SECTION. 488.811 APPEAL FROM DENIAL OF 62 20 REINSTATEMENT. 62 21 1. If the secretary of state denies a limited 62 22 partnership's application for reinstatement following 62 23 administrative dissolution, the secretary of state shall 62 24 prepare, sign, and file a notice that explains the reason or 62 25 reasons for denial and serve the limited partnership with a 62 26 copy of the notice. 62 27 2. Within thirty days after service of the notice of 62 28 denial, the limited partnership may appeal from the denial of 62 29 reinstatement by petitioning the district court to set aside 62 30 the dissolution. The petition must be served on the secretary 62 31 of state and contain a copy of the secretary of state's 62 32 declaration of dissolution, the limited partnership's 62 33 application for reinstatement, and the secretary of state's 62 34 notice of denial. 62 35 3. The court may summarily order the secretary of state to 63 1 reinstate the dissolved limited partnership or may take other 63 2 action the court considers appropriate. 63 3 Sec. 75. NEW SECTION. 488.812 DISPOSITION OF ASSETS – 63 4 WHEN CONTRIBUTIONS REQUIRED. 63 5 1. In winding up a limited partnership's activities, the 63 6 assets of the limited partnership, including the contributions 63 7 required by this section, must be applied to satisfy the 63 8 limited partnership's obligations to creditors, including, to 63 9 the extent permitted by law, partners that are creditors. 63 10 2. Any surplus remaining after the limited partnership 63 11 complies with subsection 1 must be paid in cash as a 63 12 distribution. 63 13 3. If a limited partnership's assets are insufficient to 63 14 satisfy all of its obligations under subsection 1, with 63 15 respect to each unsatisfied obligation incurred when the 63 16 limited partnership was not a limited liability limited 63 17 partnership, the following rules apply: 63 18 a. Each person that was a general partner when the 63 19 obligation was incurred and that has not been released from 63 20 the obligation under section 488.607 shall contribute to the 63 21 limited partnership for the purpose of enabling the limited 63 22 partnership to satisfy the obligation. The contribution due 63 23 from each of those persons is in proportion to the right to 63 24 receive distributions in the capacity of general partner in 63 25 effect for each of those persons when the obligation was 63 26 incurred. 63 27 b. If a person does not contribute the full amount 63 28 required under paragraph "a" with respect to an unsatisfied 63 29 obligation of the limited partnership, the other persons 63 30 required to contribute by paragraph "a" on account of the 63 31 obligation shall contribute the additional amount necessary to 63 32 discharge the obligation. The additional contribution due 63 33 from each of those other persons is in proportion to the right 63 34 to receive distributions in the capacity of general partner in 63 35 effect for each of those other persons when the obligation was 64 1 incurred. 64 2 c. If a person does not make the additional contribution 64 3 required by paragraph "b", further additional contributions 64 4 are determined and due in the same manner as provided in that 64 5 paragraph. 64 6 4. A person that makes an additional contribution under 64 7 subsection 3, paragraph "b" or "c", may recover from any 64 8 person whose failure to contribute under subsection 3, 64 9 paragraph "b" or "c", necessitated the additional 64 10 contribution. A person shall not recover under this 64 11 subsection more than the amount additionally contributed. A 64 12 person's liability under this subsection shall not exceed the 64 13 amount the person failed to contribute. 64 14 5. The estate of a deceased individual is liable for the 64 15 person's obligations under this section. 64 16 6. An assignee for the benefit of creditors of a limited 64 17 partnership or a partner, or a person appointed by a court to 64 18 represent creditors of a limited partnership or a partner, may 64 19 enforce a person's obligation to contribute under subsection 64 20 3. 64 21 ARTICLE IX 64 22 FOREIGN LIMITED PARTNERSHIPS 64 23 Sec. 76. NEW SECTION. 488.901 GOVERNING LAW. 64 24 1. The laws of the state or other jurisdiction under which 64 25 a foreign limited partnership is organized govern relations 64 26 among the partners of the foreign limited partnership and 64 27 between the partners and the foreign limited partnership and 64 28 the liability of partners as partners for an obligation of the 64 29 foreign limited partnership. 64 30 2. A foreign limited partnership shall not be denied a 64 31 certificate of authority by reason of any difference between 64 32 the laws of the jurisdiction under which the foreign limited 64 33 partnership is organized and the laws of this state. 64 34 3. A certificate of authority does not authorize a foreign 64 35 limited partnership to engage in any business or exercise any 65 1 power that a limited partnership shall not engage in or 65 2 exercise in this state. 65 3 Sec. 77. NEW SECTION. 488.902 APPLICATION FOR 65 4 CERTIFICATE OF AUTHORITY. 65 5 1. A foreign limited partnership may apply for a 65 6 certificate of authority to transact business in this state by 65 7 delivering an application to the secretary of state for 65 8 filing. The application must state all of the following: 65 9 a. The name of the foreign limited partnership and, if the 65 10 name does not comply with section 488.108, an alternate name 65 11 adopted pursuant to section 488.905, subsection 1. 65 12 b. The name of the state or other jurisdiction under whose 65 13 law the foreign limited partnership is organized. 65 14 c. The street and mailing address of the foreign limited 65 15 partnership's principal office and, if the laws of the 65 16 jurisdiction under which the foreign limited partnership is 65 17 organized require the foreign limited partnership to maintain 65 18 an office in that jurisdiction, the street and mailing address 65 19 of the required office. 65 20 d. The name and street and mailing address of the foreign 65 21 limited partnership's initial agent for service of process in 65 22 this state. 65 23 e. The name and street and mailing address of each of the 65 24 foreign limited partnership's general partners. 65 25 f. Whether the foreign limited partnership is a foreign 65 26 limited liability limited partnership. 65 27 2. A foreign limited partnership shall deliver with the 65 28 completed application a certificate of existence or a record 65 29 of similar import signed by the secretary of state or other 65 30 official having custody of the foreign limited partnership's 65 31 publicly filed records in the state or other jurisdiction 65 32 under whose law the foreign limited partnership is organized. 65 33 Sec. 78. NEW SECTION. 488.903 ACTIVITIES NOT 65 34 CONSTITUTING TRANSACTING BUSINESS. 65 35 1. Activities of a foreign limited partnership which do 66 1 not constitute transacting business in this state within the 66 2 meaning of this article include all of the following: 66 3 a. Maintaining, defending, and settling an action or 66 4 proceeding. 66 5 b. Holding meetings of its partners or carrying on any 66 6 other activity concerning its internal affairs. 66 7 c. Maintaining accounts in financial institutions. 66 8 d. Maintaining offices or agencies for the transfer, 66 9 exchange, and registration of the foreign limited 66 10 partnership's own securities or maintaining trustees or 66 11 depositories with respect to those securities. 66 12 e. Selling through independent contractors. 66 13 f. Soliciting or obtaining orders, whether by mail or 66 14 electronic means or through employees or agents or otherwise, 66 15 if the orders require acceptance outside this state before 66 16 they become contracts. 66 17 g. Creating or acquiring indebtedness, mortgages, or 66 18 security interests in real or personal property. 66 19 h. Securing or collecting debts or enforcing mortgages or 66 20 other security interests in property securing the debts, and 66 21 holding, protecting, and maintaining property so acquired. 66 22 i. Owning, without more, real or personal property. 66 23 j. Conducting an isolated transaction that is completed 66 24 within thirty days and is not one in the course of similar 66 25 transactions of a like manner. 66 26 k. Transacting business in interstate commerce. 66 27 2. For purposes of this article, the ownership in this 66 28 state of income-producing real or tangible personal property, 66 29 other than property excluded under subsection 1, constitutes 66 30 transacting business in this state. 66 31 3. This section does not apply in determining the contacts 66 32 or activities that may subject a foreign limited partnership 66 33 to service of process, taxation, or regulation under any other 66 34 law of this state. 66 35 Sec. 79. NEW SECTION. 488.904 FILING OF CERTIFICATE OF 67 1 AUTHORITY. 67 2 Unless the secretary of state determines that an 67 3 application for a certificate of authority does not comply 67 4 with the filing requirements of this chapter, the secretary of 67 5 state, upon receiving payment of all filing fees, shall file 67 6 the application, notify the applicant that the application has 67 7 been approved, and provide a receipt for the payment of fees. 67 8 Such notification shall serve as certificate of authority to 67 9 transact business in this state. 67 10 Sec. 80. NEW SECTION. 488.905 NONCOMPLYING NAME OF 67 11 FOREIGN LIMITED PARTNERSHIP. 67 12 1. A foreign limited partnership whose name does not 67 13 comply with section 488.108 shall not obtain a certificate of 67 14 authority until it adopts, for the purpose of transacting 67 15 business in this state, an alternate name that complies with 67 16 section 488.108. A foreign limited partnership that adopts an 67 17 alternate name under this subsection and then obtains a 67 18 certificate of authority with the name need not also comply 67 19 with chapter 547. After obtaining a certificate of authority 67 20 with an alternate name, a foreign limited partnership shall 67 21 transact business in this state under the name unless the 67 22 foreign limited partnership is authorized under chapter 547 to 67 23 transact business in this state under another name. 67 24 2. If a foreign limited partnership authorized to transact 67 25 business in this state changes its name to one that does not 67 26 comply with section 488.108, it shall not thereafter transact 67 27 business in this state until it complies with subsection 1 and 67 28 obtains an amended certificate of authority. 67 29 Sec. 81. NEW SECTION. 488.906 REVOCATION OF CERTIFICATE 67 30 OF AUTHORITY. 67 31 1. A certificate of authority of a foreign limited 67 32 partnership to transact business in this state may be revoked 67 33 by the secretary of state in the manner provided in 67 34 subsections 2 and 3 if the foreign limited partnership does 67 35 not do any of the following: 68 1 a. Pay, within sixty days after the due date, any fee, tax 68 2 or penalty under this chapter or other law due to the 68 3 secretary of state. 68 4 b. Deliver, within sixty days after the due date, its 68 5 biennial report required under section 488.210. 68 6 c. Appoint and maintain an agent for service of process as 68 7 required by section 488.114, subsection 2. 68 8 d. Deliver for filing a statement of a change under 68 9 section 488.115 within thirty days after a change has occurred 68 10 in the name or address of the agent. 68 11 2. In order to revoke a certificate of authority, the 68 12 secretary of state must prepare, sign, and file a notice of 68 13 revocation and send a copy to the foreign limited 68 14 partnership's agent for service of process in this state, or 68 15 if the foreign limited partnership does not appoint and 68 16 maintain a proper agent in this state, to the foreign limited 68 17 partnership's designated office. The notice must state all of 68 18 the following: 68 19 a. The revocation's effective date, which must be at least 68 20 sixty days after the date the secretary of state sends the 68 21 copy. 68 22 b. The foreign limited partnership's failures to comply 68 23 with subsection 1 which are the reason for the revocation. 68 24 3. The authority of the foreign limited partnership to 68 25 transact business in this state ceases on the effective date 68 26 of the notice of revocation unless before that date the 68 27 foreign limited partnership cures each failure to comply with 68 28 subsection 1 stated in the notice. If the foreign limited 68 29 partnership cures the failures, the secretary of state shall 68 30 so indicate on the filed notice. 68 31 Sec. 82. NEW SECTION. 488.907 CANCELLATION OF 68 32 CERTIFICATE OF AUTHORITY – EFFECT OF FAILURE TO HAVE 68 33 CERTIFICATE. 68 34 1. In order to cancel its certificate of authority to 68 35 transact business in this state, a foreign limited partnership 69 1 must deliver to the secretary of state for filing a notice of 69 2 cancellation. The certificate is canceled when the notice 69 3 becomes effective under section 488.206. 69 4 2. A foreign limited partnership transacting business in 69 5 this state shall not maintain an action or proceeding in this 69 6 state unless it has a certificate of authority to transact 69 7 business in this state. 69 8 3. The failure of a foreign limited partnership to have a 69 9 certificate of authority to transact business in this state 69 10 does not impair the validity of a contract or act of the 69 11 foreign limited partnership or prevent the foreign limited 69 12 partnership from defending an action or proceeding in this 69 13 state. 69 14 4. A partner of a foreign limited partnership is not 69 15 liable for the obligations of the foreign limited partnership 69 16 solely by reason of the foreign limited partnership's having 69 17 transacted business in this state without a certificate of 69 18 authority. 69 19 5. If a foreign limited partnership transacts business in 69 20 this state without a certificate of authority or cancels its 69 21 certificate of authority, it appoints the secretary of state 69 22 as its agent for service of process for rights of action 69 23 arising out of the transaction of business in this state. 69 24 Sec. 83. NEW SECTION. 488.908 ACTION BY ATTORNEY 69 25 GENERAL. 69 26 The attorney general may maintain an action to restrain a 69 27 foreign limited partnership from transacting business in this 69 28 state in violation of this article. 69 29 ARTICLE X 69 30 ACTIONS BY PARTNERS 69 31 Sec. 84. NEW SECTION. 488.1001 DIRECT ACTION BY PARTNER. 69 32 1. Subject to subsection 2, a partner may maintain a 69 33 direct action against the limited partnership or another 69 34 partner for legal or equitable relief, with or without an 69 35 accounting as to the partnership's activities, to enforce the 70 1 rights and otherwise protect the interests of the partner, 70 2 including rights and interests under the partnership agreement 70 3 or this chapter or arising independently of the partnership 70 4 relationship. 70 5 2. A partner commencing a direct action under this section 70 6 is required to plead and prove an actual or threatened injury 70 7 that is not solely the result of an injury suffered or 70 8 threatened to be suffered by the limited partnership. 70 9 3. The accrual of, and any time limitation on, a right of 70 10 action for a remedy under this section is governed by other 70 11 law. A right to an accounting upon a dissolution and winding 70 12 up does not revive a claim barred by law. 70 13 Sec. 85. NEW SECTION. 488.1002 DERIVATIVE ACTION. 70 14 A partner may maintain a derivative action to enforce a 70 15 right of a limited partnership, but a partner shall not 70 16 commence such a proceeding until both of the following have 70 17 occurred: 70 18 1. A written demand has been made upon the general partner 70 19 or partners, requesting that they cause the limited 70 20 partnership to take suitable action. 70 21 2. Ninety days have expired from the date the demand was 70 22 made, unless the partner has earlier been notified that the 70 23 demand has been rejected by the general partner or partners or 70 24 unless irreparable injury to the limited partnership would 70 25 result by waiting for the expiration of the ninety-day period. 70 26 Sec. 86. NEW SECTION. 488.1003 PROPER PLAINTIFF. 70 27 A derivative action may be maintained only by a person that 70 28 is a partner at the time the action is commenced and where one 70 29 of the following also applies: 70 30 1. The person that was a partner when the conduct giving 70 31 rise to the action occurred. 70 32 2. The person whose status as a partner devolved upon the 70 33 person by operation of law or pursuant to the terms of the 70 34 partnership agreement from a person that was a partner at the 70 35 time of the conduct. 71 1 Sec. 87. NEW SECTION. 488.1004 PLEADING. 71 2 In a derivative action, the petition must state with 71 3 particularity the date and content of plaintiff's demand and 71 4 either the general partners' response to the demand or how the 71 5 limited partnership would be irreparably harmed by waiting for 71 6 such a response for ninety days. 71 7 Sec. 88. NEW SECTION. 488.1005 PROCEEDS AND EXPENSES. 71 8 1. Except as otherwise provided in subsection 2: 71 9 a. Any proceeds or other benefits of a derivative action, 71 10 whether by judgment, compromise, or settlement, belong to the 71 11 limited partnership and not to the derivative plaintiff. 71 12 b. If the derivative plaintiff receives any proceeds, the 71 13 derivative plaintiff shall immediately remit them to the 71 14 limited partnership. 71 15 2. If a derivative action is successful in whole or in 71 16 part, the court may award the plaintiff reasonable expenses, 71 17 including reasonable attorney fees, from the recovery of the 71 18 limited partnership. 71 19 3. If the court finds that the derivative proceeding was 71 20 commenced or maintained without reasonable cause or for an 71 21 improper purpose, it may order the plaintiff to pay any 71 22 defendant's reasonable expenses, including reasonable attorney 71 23 fees, incurred in defending the action. 71 24 ARTICLE XI 71 25 CONVERSION AND MERGER 71 26 Sec. 89. NEW SECTION. 488.1101 DEFINITIONS. 71 27 For purposes of this article, unless the context otherwise 71 28 requires: 71 29 1. "Constituent limited partnership" means a constituent 71 30 organization that is a limited partnership. 71 31 2. "Constituent organization" means an organization that 71 32 is party to a merger. 71 33 3. "Converted organization" means the organization into 71 34 which a converting organization converts pursuant to sections 71 35 488.1102 through 488.1105. 72 1 4. "Converting limited partnership" means a converting 72 2 organization that is a limited partnership. 72 3 5. "Converting organization" means an organization that 72 4 converts into another organization pursuant to section 72 5 488.1102. 72 6 6. "General partner" means a general partner of a limited 72 7 partnership. 72 8 7. "Governing statute" of an organization means the 72 9 statute that governs the organization's internal affairs. 72 10 8. "Organization" means a general partnership, including a 72 11 limited liability partnership; limited partnership, including 72 12 a limited liability limited partnership; limited liability 72 13 company; business trust; corporation; or any other person 72 14 having a governing statute. The term includes domestic and 72 15 foreign organizations whether or not organized for profit. 72 16 9. "Organizational documents" means all of the following: 72 17 a. For a domestic or foreign general partnership, its 72 18 partnership agreement. 72 19 b. For a limited partnership or foreign limited 72 20 partnership, its certificate of limited partnership and 72 21 partnership agreement. 72 22 c. For a domestic or foreign limited liability company, 72 23 its articles of organization and operating agreement, or 72 24 comparable records as provided in its governing statute. 72 25 d. For a business trust, its agreement of trust and 72 26 declaration of trust. 72 27 e. For a domestic or foreign corporation for profit, its 72 28 articles of incorporation, bylaws, and other agreements among 72 29 its shareholders which are authorized by its governing 72 30 statute, or comparable records as provided in its governing 72 31 statute. 72 32 f. For any other organization, the basic records that 72 33 create the organization and determine its internal governance 72 34 and the relations among the persons that own it, have an 72 35 interest in it, or are members of it. 73 1 10. "Personal liability" means personal liability for a 73 2 debt, liability, or other obligation of an organization which 73 3 is imposed on a person that co-owns, has an interest in, or is 73 4 a member of the organization according to either of the 73 5 following: 73 6 a. By the organization's governing statute solely by 73 7 reason of the person co-owning, having an interest in, or 73 8 being a member of the organization. 73 9 b. By the organization's organizational documents under a 73 10 provision of the organization's governing statute authorizing 73 11 those documents to make one or more specified persons liable 73 12 for all or specified debts, liabilities, and other obligations 73 13 of the organization solely by reason of the person or persons 73 14 co-owning, having an interest in, or being a member of the 73 15 organization. 73 16 11. "Surviving organization" means an organization into 73 17 which one or more other organizations are merged. A surviving 73 18 organization may preexist the merger or be created by the 73 19 merger. 73 20 Sec. 90. NEW SECTION. 488.1102 CONVERSION. 73 21 1. An organization other than a limited partnership may 73 22 convert to a limited partnership, and a limited partnership 73 23 may convert to another organization pursuant to this section 73 24 and sections 488.1103 through 488.1105 and a plan of 73 25 conversion, if all of the following apply: 73 26 a. The other organization's governing statute authorizes 73 27 the conversion. 73 28 b. The conversion is not prohibited by the law of the 73 29 jurisdiction that enacted the governing statute. 73 30 c. The other organization complies with its governing 73 31 statute in effecting the conversion. 73 32 2. A plan of conversion must be in a record and must 73 33 include all of the following: 73 34 a. The name and form of the organization before 73 35 conversion. 74 1 b. The name and form of the organization after conversion. 74 2 c. The terms and conditions of the conversion, including 74 3 the manner and basis for converting interests in the 74 4 converting organization into any combination of money, 74 5 interests in the converted organization, and other 74 6 consideration. 74 7 d. The organizational documents of the converted 74 8 organization. 74 9 Sec. 91. NEW SECTION. 488.1103 ACTION ON PLAN OF 74 10 CONVERSION BY CONVERTING LIMITED PARTNERSHIP. 74 11 1. Subject to section 488.1110, a plan of conversion must 74 12 be consented to by all the partners of a converting limited 74 13 partnership. 74 14 2. Subject to section 488.1110 and any contractual rights, 74 15 after a conversion is approved, and at any time before a 74 16 filing is made under section 488.1104, a converting limited 74 17 partnership may amend the plan or abandon the planned 74 18 conversion according to any or all of the following: 74 19 a. As provided in the plan. 74 20 b. Except as prohibited by the plan, by the same consent 74 21 as was required to approve the plan. 74 22 Sec. 92. NEW SECTION. 488.1104 FILINGS REQUIRED FOR 74 23 CONVERSION – EFFECTIVE DATE. 74 24 1. After a plan of conversion is approved: 74 25 a. A converting limited partnership shall deliver to the 74 26 secretary of state for filing articles of conversion, which 74 27 must include all of the following: 74 28 (1) A statement that the limited partnership has been 74 29 converted into another organization. 74 30 (2) The name and form of the organization and the 74 31 jurisdiction of its governing statute. 74 32 (3) The date the conversion is effective under the 74 33 governing statute of the converted organization. 74 34 (4) A statement that the conversion was approved as 74 35 required by this chapter. 75 1 (5) A statement that the conversion was approved as 75 2 required by the governing statute of the converted 75 3 organization. 75 4 (6) If the converted organization is a foreign 75 5 organization not authorized to transact business in this 75 6 state, the street and mailing address of an office which the 75 7 secretary of state may use for the purposes of section 75 8 488.1105, subsection 3. 75 9 b. If the converting organization is not a converting 75 10 limited partnership, the converting organization shall deliver 75 11 to the secretary of state for filing a certificate of limited 75 12 partnership, which must include, in addition to the 75 13 information required by section 488.201, all of the following: 75 14 (1) A statement that the limited partnership was converted 75 15 from another organization. 75 16 (2) The name and form of the organization and the 75 17 jurisdiction of its governing statute. 75 18 (3) A statement that the conversion was approved in a 75 19 manner that complied with the organization's governing 75 20 statute. 75 21 2. A conversion becomes effective according to the 75 22 following: 75 23 a. If the converted organization is a limited partnership, 75 24 when the certificate of limited partnership takes effect. 75 25 b. If the converted organization is not a limited 75 26 partnership, as provided by the governing statute of the 75 27 converted organization. 75 28 Sec. 93. NEW SECTION. 488.1105 EFFECT OF CONVERSION. 75 29 1. An organization that has been converted pursuant to 75 30 this article is for all purposes the same entity that existed 75 31 before the conversion. 75 32 2. When a conversion takes effect, all of the following 75 33 apply: 75 34 a. All property owned by the converting organization 75 35 remains vested in the converted organization. 76 1 b. All debts, liabilities, and other obligations of the 76 2 converting organization continue as obligations of the 76 3 converted organization. 76 4 c. An action or proceeding pending by or against the 76 5 converting organization may be continued as if the conversion 76 6 had not occurred. 76 7 d. Except as prohibited by other law, all of the rights, 76 8 privileges, immunities, powers, and purposes of the converting 76 9 organization remain vested in the converted organization. 76 10 e. Except as otherwise provided in the plan of conversion, 76 11 the terms and conditions of the plan of conversion take 76 12 effect. 76 13 f. Except as otherwise agreed, the conversion does not 76 14 dissolve a converting limited partnership for the purposes of 76 15 article 8. 76 16 3. A converted organization that is a foreign organization 76 17 consents to the jurisdiction of the courts of this state to 76 18 enforce any obligation owed by the converting limited 76 19 partnership, if before the conversion the converting limited 76 20 partnership was subject to suit in this state on the 76 21 obligation. A converted organization that is a foreign 76 22 organization and not authorized to transact business in this 76 23 state appoints the secretary of state as its agent for service 76 24 of process for purposes of enforcing an obligation under this 76 25 subsection. Service on the secretary of state under this 76 26 subsection is made in the same manner and with the same 76 27 consequences as in section 488.117, subsections 3 and 4. 76 28 Sec. 94. NEW SECTION. 488.1106 MERGERS. 76 29 1. A limited partnership may merge with one or more other 76 30 constituent organizations pursuant to this section and 76 31 sections 488.1107 through 488.1109 and a plan of merger, if 76 32 all of the following apply: 76 33 a. The governing statute of each the other organizations 76 34 authorizes the merger. 76 35 b. The merger is not prohibited by the law of a 77 1 jurisdiction that enacted any of those governing statutes. 77 2 c. Each of the other organizations complies with its 77 3 governing statute in effecting the merger. 77 4 2. A plan of merger must be in a record and must include 77 5 all of the following: 77 6 a. The name and form of each constituent organization. 77 7 b. The name and form of the surviving organization and, if 77 8 the surviving organization is to be created by the merger, a 77 9 statement to that effect. 77 10 c. The terms and conditions of the merger, including the 77 11 manner and basis for converting the interests in each 77 12 constituent organization into any combination of money, 77 13 interests in the surviving organization, and other 77 14 consideration. 77 15 d. If the surviving organization is to be created by the 77 16 merger, the surviving organization's organizational documents. 77 17 e. If the surviving organization is not to be created by 77 18 the merger, any amendments to be made by the merger to the 77 19 surviving organization's organizational documents. 77 20 Sec. 95. NEW SECTION. 488.1107 ACTION ON PLAN OF MERGER 77 21 BY CONSTITUENT LIMITED PARTNERSHIP. 77 22 1. Subject to section 488.1110, a plan of merger must be 77 23 consented to by all the partners of a constituent limited 77 24 partnership. 77 25 2. Subject to section 488.1110 and any contractual rights, 77 26 after a merger is approved, and at any time before a filing is 77 27 made under section 488.1108, a constituent limited partnership 77 28 may amend the plan or abandon the planned merger according to 77 29 any or all the following: 77 30 a. As provided in the plan. 77 31 b. Except as prohibited by the plan, with the same consent 77 32 as was required to approve the plan. 77 33 Sec. 96. NEW SECTION. 488.1108 FILINGS REQUIRED FOR 77 34 MERGER – EFFECTIVE DATE. 77 35 1. After each constituent organization has approved a 78 1 merger, articles of merger must be signed on behalf of all of 78 2 the following: 78 3 a. Each preexisting constituent limited partnership, by 78 4 each general partner listed in the certificate of limited 78 5 partnership. 78 6 b. Each other preexisting constituent organization, by an 78 7 authorized representative. 78 8 2. The articles of merger must include all of the 78 9 following: 78 10 a. The name and form of each constituent organization and 78 11 the jurisdiction of its governing statute. 78 12 b. The name and form of the surviving organization, the 78 13 jurisdiction of its governing statute, and, if the surviving 78 14 organization is created by the merger, a statement to that 78 15 effect. 78 16 c. The date the merger is effective under the governing 78 17 statute of the surviving organization. 78 18 d. If the surviving organization is to be created by the 78 19 merger, one of the following: 78 20 (1) If it will be a limited partnership, the limited 78 21 partnership's certificate of limited partnership. 78 22 (2) If it will be an organization other than a limited 78 23 partnership, the organizational document that creates the 78 24 organization. 78 25 e. If the surviving organization preexists the merger, any 78 26 amendments provided for in the plan of merger for the 78 27 organizational document that created the organization. 78 28 f. A statement as to each constituent organization that 78 29 the merger was approved as required by the organization's 78 30 governing statute. 78 31 g. If the surviving organization is a foreign organization 78 32 not authorized to transact business in this state, the street 78 33 and mailing address of an office which the secretary of state 78 34 may use for the purposes of section 488.1109, subsection 2. 78 35 h. Any additional information required by the governing 79 1 statute of any constituent organization. 79 2 3. Each constituent limited partnership shall deliver the 79 3 articles of merger for filing in the office of the secretary 79 4 of state. 79 5 4. A merger becomes effective under this article according 79 6 to one of the following: 79 7 a. If the surviving organization is a limited partnership, 79 8 upon the later of the following: 79 9 (1) Compliance with subsection 3. 79 10 (2) Subject to section 488.206, subsection 3, as specified 79 11 in the articles of merger. 79 12 b. If the surviving organization is not a limited 79 13 partnership, as provided by the governing statute of the 79 14 surviving organization. 79 15 Sec. 97. NEW SECTION. 488.1109 EFFECT OF MERGER. 79 16 1. When a merger becomes effective, all of the following 79 17 apply: 79 18 a. The surviving organization continues or comes into 79 19 existence. 79 20 b. Each constituent organization that merges into the 79 21 surviving organization ceases to exist as a separate entity. 79 22 c. All property owned by each constituent organization 79 23 that ceases to exist vests in the surviving organization. 79 24 d. All debts, liabilities, and other obligations of each 79 25 constituent organization that ceases to exist continue as 79 26 obligations of the surviving organization. 79 27 e. An action or proceeding pending by or against any 79 28 constituent organization that ceases to exist may be continued 79 29 as if the merger had not occurred. 79 30 f. Except as prohibited by other law, all of the rights, 79 31 privileges, immunities, powers, and purposes of each 79 32 constituent organization that ceases to exist vest in the 79 33 surviving organization. 79 34 g. Except as otherwise provided in the plan of merger, the 79 35 terms and conditions of the plan of merger take effect. 80 1 h. Except as otherwise agreed, if a constituent limited 80 2 partnership ceases to exist, the merger does not dissolve the 80 3 limited partnership for the purposes of article 8. 80 4 i. If the surviving organization is created by the merger, 80 5 one of the following applies: 80 6 (1) If it is a limited partnership, the certificate of 80 7 limited partnership becomes effective. 80 8 (2) If it is an organization other than a limited 80 9 partnership, the organizational document that creates the 80 10 organization becomes effective. 80 11 j. If the surviving organization preexists the merger, any 80 12 amendments provided for in the articles of merger for the 80 13 organizational document that created the organization become 80 14 effective. 80 15 2. A surviving organization that is a foreign organization 80 16 consents to the jurisdiction of the courts of this state to 80 17 enforce any obligation owed by a constituent organization, if 80 18 before the merger the constituent organization was subject to 80 19 suit in this state on the obligation. A surviving 80 20 organization that is a foreign organization and not authorized 80 21 to transact business in this state appoints the secretary of 80 22 state as its agent for service of process for the purposes of 80 23 enforcing an obligation under this subsection. Service on the 80 24 secretary of state under this subsection is made in the same 80 25 manner and with the same consequences as in section 488.117, 80 26 subsections 3 and 4. 80 27 Sec. 98. NEW SECTION. 488.1110 RESTRICTIONS ON APPROVAL 80 28 OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS. 80 29 1. If a partner of a converting or constituent limited 80 30 partnership will have personal liability with respect to a 80 31 converted or surviving organization, approval and amendment of 80 32 a plan of conversion or merger are ineffective without the 80 33 consent of the partner, unless all of the following apply: 80 34 a. The limited partnership's partnership agreement 80 35 provides for the approval of the conversion or merger with the 81 1 consent of fewer than all the partners. 81 2 b. The partner has consented to the provision of the 81 3 partnership agreement. 81 4 2. An amendment to a certificate of limited partnership 81 5 which deletes a statement that the limited partnership is a 81 6 limited liability limited partnership is ineffective without 81 7 the consent of each general partner, unless all of the 81 8 following apply: 81 9 a. The limited partnership's partnership agreement 81 10 provides for the amendment with the consent of less than all 81 11 the general partners. 81 12 b. Each general partner that does not consent to the 81 13 amendment has consented to the provision of the partnership 81 14 agreement. 81 15 3. A partner does not give the consent required by 81 16 subsection 1 or 2 merely by consenting to a provision of the 81 17 partnership agreement which permits the partnership agreement 81 18 to be amended with the consent of fewer than all the partners. 81 19 Sec. 99. NEW SECTION. 488.1111 LIABILITY OF GENERAL 81 20 PARTNER AFTER CONVERSION OR MERGER. 81 21 1. A conversion or merger under this article does not 81 22 discharge any liability under sections 488.404 and 488.607 of 81 23 a person that was a general partner in or dissociated as a 81 24 general partner from a converting or constituent limited 81 25 partnership, but all of the following apply: 81 26 a. The provisions of this chapter pertaining to the 81 27 collection or discharge of the liability continue to apply to 81 28 the liability. 81 29 b. For the purposes of applying those provisions, the 81 30 converted or surviving organization is deemed to be the 81 31 converting or constituent limited partnership. 81 32 c. If a person is required to pay any amount under this 81 33 subsection, all of the following apply: 81 34 (1) The person has a right of contribution from each other 81 35 person that was liable as a general partner under section 82 1 488.404 when the obligation was incurred and has not been 82 2 released from the obligation under section 488.607. 82 3 (2) The contribution due from each of those persons is in 82 4 proportion to the right to receive distributions in the 82 5 capacity of general partner in effect for each of those 82 6 persons when the obligation was incurred. 82 7 2. In addition to any other liability provided by law, 82 8 both of the following apply: 82 9 a. A person that immediately before a conversion or merger 82 10 became effective was a general partner in a converting or 82 11 constituent limited partnership that was not a limited 82 12 liability limited partnership is personally liable for each 82 13 obligation of the converted or surviving organization arising 82 14 from a transaction with a third party after the conversion or 82 15 merger becomes effective, if, at the time the third party 82 16 enters into the transaction, all of the following apply to the 82 17 third party: 82 18 (1) The third party does not have notice of the conversion 82 19 or merger. 82 20 (2) The third party reasonably believes all of the 82 21 following: 82 22 (a) The converted or surviving business is the converting 82 23 or constituent limited partnership. 82 24 (b) The converting or constituent limited partnership is 82 25 not a limited liability limited partnership. 82 26 (c) The person is a general partner in the converting or 82 27 constituent limited partnership. 82 28 b. A person that was dissociated as a general partner from 82 29 a converting or constituent limited partnership before the 82 30 conversion or merger became effective is personally liable for 82 31 each obligation of the converted or surviving organization 82 32 arising from a transaction with a third party after the 82 33 conversion or merger becomes effective, if all of the 82 34 following apply: 82 35 (1) Immediately before the conversion or merger became 83 1 effective the converting or surviving limited partnership was 83 2 not a limited liability limited partnership. 83 3 (2) At the time the third party enters into the 83 4 transaction less than two years have passed since the person 83 5 dissociated as a general partner and all of the following 83 6 apply to the third party: 83 7 (a) The third party does not have notice of the 83 8 dissociation. 83 9 (b) The third party does not have notice of the conversion 83 10 or merger. 83 11 (c) The third party reasonably believes that the converted 83 12 or surviving organization is the converting or constituent 83 13 limited partnership, the converting or constituent limited 83 14 partnership is not a limited liability limited partnership, 83 15 and the person is a general partner in the converting or 83 16 constituent limited partnership. 83 17 Sec. 100. NEW SECTION. 488.1112 POWER OF GENERAL 83 18 PARTNERS AND PERSONS DISSOCIATED AS GENERAL PARTNERS TO BIND 83 19 ORGANIZATION AFTER CONVERSION OR MERGER. 83 20 1. An act of a person that immediately before a conversion 83 21 or merger became effective was a general partner in a 83 22 converting or constituent limited partnership binds the 83 23 converted or surviving organization after the conversion or 83 24 merger becomes effective, if all of the following apply: 83 25 a. Before the conversion or merger became effective, the 83 26 act would have bound the converting or constituent limited 83 27 partnership under section 488.402. 83 28 b. At the time the third party enters into the 83 29 transaction, all of the following apply to the third party: 83 30 (1) The third party does not have notice of the conversion 83 31 or merger. 83 32 (2) The third party reasonably believes that the converted 83 33 or surviving business is the converting or constituent limited 83 34 partnership and that the person is a general partner in the 83 35 converting or constituent limited partnership. 84 1 2. An act of a person that before a conversion or merger 84 2 became effective was dissociated as a general partner from a 84 3 converting or constituent limited partnership binds the 84 4 converted or surviving organization after the conversion or 84 5 merger becomes effective, if all of the following apply: 84 6 a. Before the conversion or merger became effective, the 84 7 act would have bound the converting or constituent limited 84 8 partnership under section 488.402 if the person had been a 84 9 general partner. 84 10 b. At the time the third party enters into the 84 11 transaction, less than two years have passed since the person 84 12 dissociated as a general partner and all of the following 84 13 apply to the third party: 84 14 (1) The third party does not have notice of the 84 15 dissociation. 84 16 (2) The third party does not have notice of the conversion 84 17 or merger. 84 18 (3) The third party reasonably believes that the converted 84 19 or surviving organization is the converting or constituent 84 20 limited partnership and that the person is a general partner 84 21 in the converting or constituent limited partnership. 84 22 3. If a person having knowledge of the conversion or 84 23 merger causes a converted or surviving organization to incur 84 24 an obligation under subsection 1 or 2, the person is liable to 84 25 either or both of the following: 84 26 a. To the converted or surviving organization for any 84 27 damage caused to the organization arising from the obligation. 84 28 b. If another person is liable for the obligation, to that 84 29 other person for any damage caused to that other person 84 30 arising from the liability. 84 31 Sec. 101. NEW SECTION. 488.1113 ARTICLE NOT EXCLUSIVE. 84 32 This article does not preclude an entity from being 84 33 converted or merged under other law. 84 34 ARTICLE XII 84 35 MISCELLANEOUS PROVISIONS 85 1 Sec. 102. NEW SECTION. 488.1201 UNIFORMITY OF 85 2 APPLICATION AND CONSTRUCTION. 85 3 In applying and construing this chapter, consideration must 85 4 be given to the need to promote uniformity of the law with 85 5 respect to its subject matter among states that enact it. 85 6 Sec. 103. NEW SECTION. 488.1202 SEVERABILITY. 85 7 If any provision of this chapter or its application to any 85 8 person or circumstance is held invalid, the invalidity does 85 9 not affect other provisions or applications of this chapter 85 10 which can be given effect without the invalid provision or 85 11 application, and to this end the provisions of this chapter 85 12 are severable. 85 13 Sec. 104. NEW SECTION. 488.1203 RELATION TO ELECTRONIC 85 14 SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. 85 15 This chapter modifies, limits, or supersedes the federal 85 16 Electronic Signatures in Global and National Commerce Act, 15 85 17 U.S.C. } 7001 et seq., but this chapter does not modify, 85 18 limit, or supersede section 101(c) of that Act or authorize 85 19 electronic delivery of any of the notices described in section 85 20 103(b) of that Act. 85 21 Sec. 105. NEW SECTION. 488.1204 APPLICATION TO EXISTING 85 22 RELATIONSHIPS. 85 23 1. Before January 1, 2006, this chapter governs only the 85 24 following: 85 25 a. A limited partnership formed on or after January 1, 85 26 2005. 85 27 b. Except as otherwise provided in subsections 3 and 4, a 85 28 limited partnership formed before January 1, 2005, that 85 29 elects, in the manner provided in its partnership agreement or 85 30 by law for amending the partnership agreement, to be subject 85 31 to this chapter. 85 32 2. Except as otherwise provided in subsection 3, on and 85 33 after January 1, 2006, this chapter governs all limited 85 34 partnerships. 85 35 3. With respect to a limited partnership formed before 86 1 January 1, 2005, the following rules apply except as the 86 2 partners otherwise elect in the manner provided in the 86 3 partnership agreement or by law for amending the partnership 86 4 agreement: 86 5 a. Section 488.104, subsection 3, does not apply and the 86 6 limited partnership has whatever duration it had under the law 86 7 applicable immediately before January 1, 2005. 86 8 b. The limited partnership is not required to amend its 86 9 certificate of limited partnership to comply with section 86 10 488.201, subsection 1, paragraph "d". 86 11 c. Sections 488.505, 488.601, and 488.602 do not apply, 86 12 and a limited partner has the same right and power to 86 13 dissociate from the limited partnership, with the same 86 14 consequences, as existed immediately before January 1, 2005. 86 15 d. Section 488.603, subsection 4, does not apply. 86 16 e. Section 488.603, subsection 5, does not apply, and a 86 17 court has the same power to expel a general partner as the 86 18 court had immediately before January 1, 2005. 86 19 f. Section 488.801, subsection 3, does not apply and the 86 20 connection between a person's dissociation as a general 86 21 partner and the dissolution of the limited partnership is the 86 22 same as existed immediately before January 1, 2005. 86 23 g. If a limited partnership elected under prior law to 86 24 become a limited liability limited partnership by filing a 86 25 statement of qualification with the secretary of state, the 86 26 statement of qualification is deemed to be an amendment to the 86 27 certificate of limited partnership in compliance with section 86 28 488.201, subsection 1, paragraph "d", and the limited 86 29 liability limited partnership automatically is a limited 86 30 liability limited partnership under this chapter. 86 31 4. With respect to a limited partnership that elects 86 32 pursuant to subsection 1, paragraph "b", to be subject to this 86 33 chapter, after the election takes effect, the provisions of 86 34 this chapter relating to the liability of the limited 86 35 partnership's general partners to third parties apply 87 1 according to the following: 87 2 a. Before January 1, 2006, to all of the following: 87 3 (1) A third party that had not done business with the 87 4 limited partnership in the year before the election took 87 5 effect. 87 6 (2) A third party that had done business with the limited 87 7 partnership in the year before the election took effect only 87 8 if the third party knows or has received a notification of the 87 9 election. 87 10 b. On and after January 1, 2006, to all third parties, but 87 11 those provisions remain inapplicable to any obligation 87 12 incurred while those provisions were inapplicable under 87 13 paragraph "a", subparagraph (2). 87 14 c. Notwithstanding the foregoing provisions of this 87 15 subsection, if a preexisting limited liability limited 87 16 partnership elects to be subject to this chapter prior to 87 17 January 1, 2006, this chapter's provisions relating to the 87 18 liability of general partners to third parties apply 87 19 immediately to all third parties, regardless of whether a 87 20 third party has previously done business with the limited 87 21 liability limited partnership. 87 22 Sec. 106. NEW SECTION. 488.1205 SAVINGS CLAUSE. 87 23 This chapter does not affect an action commenced, 87 24 proceeding brought, or right accrued before this chapter takes 87 25 effect. 87 26 Sec. 107. NEW SECTION. 488.1206 FEES. 87 27 1. The secretary of state shall collect the following fees 87 28 when the documents described in this subsection are delivered 87 29 to the secretary's office for filing: 87 30 a. Certificate of limited partnership .............. $100 87 31 b. Application for registration of foreign 87 32 limited partnership and for issuance of a 87 33 certificate of registration to transact business 87 34 in this state .......................................... $100 87 35 c. Amendment to certificate of limited 88 1 partnership ............................................ $100 88 2 d. Amendment to application for registration 88 3 of foreign limited partnership ......................... $100 88 4 e. Cancellation of certificate of limited 88 5 partnership ............................................ $ 20 88 6 f. Cancellation of registration of foreign 88 7 limited partnership .................................... $ 20 88 8 g. A consent required to be filed under this 88 9 chapter ................................................ $ 20 88 10 h. Application to reserve a limited partnership 88 11 name ................................................... $ 10 88 12 i. A notice of transfer of reservation of name ..... $ 10 88 13 j. Articles of correction .......................... $ 5 88 14 k. Application for certificate of existence or 88 15 registration ........................................... $ 5 88 16 l. A statement of dissociation ..................... $ 20 88 17 m. A statement of dissolution ...................... $ 20 88 18 n. A statement of termination ...................... $ 20 88 19 o. A statement of change ........................... $ 20 88 20 p. Any other document required or permitted 88 21 to be filed ............................................ $ 5 88 22 2. The secretary of state shall collect a fee of five 88 23 dollars each time process is served on the secretary under 88 24 this chapter. The party to a proceeding causing service of 88 25 process is entitled to recover this fee as costs if the party 88 26 prevails in the proceeding. 88 27 3. The secretary of state shall collect the following fees 88 28 for copying and certifying the copy of any filed document 88 29 relating to a limited partnership or foreign limited 88 30 partnership: 88 31 a. One dollar per page for copying. 88 32 b. Five dollars for certification. 88 33 Sec. 108. NEW SECTION. 488.1207 EFFECTIVE DATE. 88 34 This chapter takes effect January 1, 2005, and applies as 88 35 provided in section 488.1204 and in other sections of this 89 1 chapter. 89 2 Sec. 109. Section 15E.149, Code 2003, is amended to read 89 3 as follows: 89 4 15E.149 MULTIPLE CORPORATIONS. 89 5 The public directors, by a majority vote, may create more 89 6 than one corporation. Each additional corporation shall be 89 7 governed by this division. An additional corporation may act 89 8 as a general partner in a limited partnership under chapter 89 9 487 or 488. 89 10 Sec. 110. Section 422.15, subsection 2, Code 2003, is 89 11 amended to read as follows: 89 12 2. Every partnership including limited partnerships 89 13 organized under chapter 487 or 488, having a place of business 89 14 in the state, shall make a return, stating specifically the 89 15 net income and capital gains (or losses) reported on the 89 16 federal partnership return, the names and addresses of the 89 17 partners, and their respective shares in said amounts. 89 18 Sec. 111. Section 486A.901, subsection 3, Code 2003, is 89 19 amended to read as follows: 89 20 3. "Limited partnership" means a limited partnership 89 21 created under chapter 487 or 488, predecessor law, or 89 22 comparable law of another jurisdiction. 89 23 Sec. 112. Section 486A.902, subsection 5, Code 2003, is 89 24 amended to read as follows: 89 25 5. A general partner who becomes a limited partner as a 89 26 result of the conversion remains liable as a general partner 89 27 for an obligation incurred by the partnership before the 89 28 conversion takes effect. If the other party to a transaction 89 29 with the limited partnership reasonably believes when entering 89 30 the transaction that the limited partner is a general partner, 89 31 the limited partner is liable for an obligation incurred by 89 32 the limited partnership within ninety days after the 89 33 conversion takes effect. The limited partner's liability for 89 34 all other obligations of the limited partnership incurred 89 35 after the conversion takes effect is that of a limited partner 90 1 as provided in chapter 487 or 488. 90 2 Sec. 113. Section 486A.906, subsection 4, Code 2003, is 90 3 amended to read as follows: 90 4 4. If the obligations incurred before the merger by a 90 5 party to the merger are not satisfied out of the property of 90 6 the surviving partnership or limited partnership, the general 90 7 partners of that party immediately before the effective date 90 8 of the merger shall contribute the amount necessary to satisfy 90 9 that party's obligations to the surviving entity, in the 90 10 manner provided in section 486A.807 or in chapter 487 or 488 90 11 or under the law of the jurisdiction in which the party was 90 12 formed, as the case may be, as if the merged party were 90 13 dissolved. 90 14 Sec. 114. NEW SECTION. 487.1401 REPEAL OF CHAPTER. 90 15 This chapter is repealed effective January 1, 2006. 90 16 Sec. 115. Section 490A.1203, subsection 1, paragraph c, 90 17 Code 2003, is amended to read as follows: 90 18 c. A limited partnership which is a party to a proposed 90 19 merger shall have the plan of merger authorized and approved 90 20 in the manner and by the vote required by its partnership 90 21 agreement and in accordance with chapter 487 or 488. 90 22 Sec. 116. Section 669.14, subsection 11, unnumbered 90 23 paragraph 1, Code Supplement 2003, is amended to read as 90 24 follows: 90 25 Any claim for financial loss based upon an act or omission 90 26 in financial regulation, including but not limited to 90 27 examinations, inspections, audits, or other financial 90 28 oversight responsibilities, pursuant to chapters 87, 203, 90 29 203C, 203D, 421B, 486,487or the figure "487", 488, and 490 90 30 through 553, excluding chapters 540A, 542, 542B, 543B, 543C, 90 31 543D, 544A, and 544B. 90 32 Sec. 117. Sections 15E.149, 422.15, 486A.901, 486A.902, 90 33 486A.906, 490A.1203, and 669.14, Code 2003, as amended by this 90 34 Act, are amended by striking from the sections the figure and 90 35 word "487 or" or the figure "487,". 91 1 Sec. 118. EFFECTIVE DATES. This Act takes effect January 91 2 1, 2005, except that section 117 of this Act takes effect 91 3 January 1, 2006. 91 4 Sec. 119. CODE EDITOR DIRECTIVE. The Code editor shall 91 5 correct, effective January 1, 2006, any outstanding references 91 6 to chapter 487 in the Code or to be codified in the Code, when 91 7 there appears to be no doubt as to the proper methods of 91 8 making the correction. 91 9 EXPLANATION 91 10 This bill is based on an updated version of the Uniform 91 11 Limited Partnership Act, approved by the National Conference 91 12 of Commissioners on Uniform State Laws in 2002. The bill has 91 13 been formatted to be consistent with other Iowa statutes, and 91 14 certain provisions of the bill have been changed to be 91 15 consistent with other business laws in Iowa. 91 16 A limited partnership may be established for any lawful 91 17 purpose; may exist for a perpetual duration or as provided in 91 18 the partnership agreement; may use names of the limited 91 19 partners in the name of the partnership; and must file a 91 20 biennial report with the secretary of state. Recordkeeping 91 21 for all forms required under the chapter is centralized in the 91 22 secretary of state's office, and a schedule of fees is 91 23 provided. The chapter does allow the secretary of state to 91 24 specify the acceptable format for filing. 91 25 A limited partner has no liability for the debts of the 91 26 entity, even if the limited partner participates in the 91 27 management and control of the limited partnership. A limited 91 28 partner is obligated to exercise rights consistent with good 91 29 faith and fair dealing, but has no fiduciary duties solely by 91 30 reason of being a limited partner. A limited partner may 91 31 access certain information about the partnership without a 91 32 showing of good cause, but the partnership agreement may set 91 33 reasonable restrictions on access to and use of required 91 34 information. For other information, the limited partner must 91 35 make a reasonable demand for access. 92 1 The bill also sets forth duties for the general partners, 92 2 provides methods for distributions according to contributions 92 3 made, and establishes powers and liabilities related to 92 4 dissociation of partners. Specific procedures exist for 92 5 transferring economic rights, winding up business, dealing 92 6 with creditors, and organizational mergers and conversions. 92 7 The bill establishes a serious misdemeanor penalty in new 92 8 Code section 488.208 for persons who sign a record required or 92 9 authorized to be filed under Code chapter 488 that the signer 92 10 knows to be false. This is the same penalty for signing a 92 11 false document under the prior limited partnership Act in Code 92 12 chapter 487. A serious misdemeanor is normally punishable by 92 13 a fine of at least $250 but not more than $1,500 and may also 92 14 include confinement for no more than one year; however, the 92 15 section limits the penalty in this instance to a fine of no 92 16 more than $1,000. 92 17 The new Code chapter is effective January 1, 2005, and 92 18 applies to limited partnerships formed at or before that time 92 19 that elect to be covered by the law. After January 1, 2006, 92 20 the law applies to all limited partnerships, with certain 92 21 exceptions for limited partnerships formed prior to January 1, 92 22 2005. 92 23 The bill generally takes effect January 1, 2005. 92 24 LSB 5077SC 80 92 25 da/cf/24.1
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