1. In order to form a limited partnership two or more persons shall execute a certificate of limited partnership. The certificate shall be filed in the office of the secretary of state and set forth all of the following:
a. The name of the limited partnership.
b. The general character of its business.
c. The address of the office and the name and address of the agent for service of process required to be maintained by section 487.104, subsection 1, and the address of its principal place of business.
d. The name and the business address of each partner, specifying separately the general partners and limited partners.
e. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute in the future.
f. The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made.
g. A power of a limited partner to grant the right to become a limited partner to an assignee of any part of the partner's partnership interest, and the terms and conditions of the power.
h. If agreed upon, the time at which or the events on the happening of which a partner may withdraw from the limited partnership and the amount of, or the method of determining the amount of, the distribution to which the partner may be entitled respecting the partnership interest, and the terms and conditions of the termination and distribution.
i. A right of a partner to receive distributions of property, including cash from the limited partnership.
j. A right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution.
k. A time at which, or an event upon the happening of which, the limited partnership is to be dissolved and its affairs wound up.
l. A right of the remaining general partners to continue the business on the happening of an event of withdrawal of a general partner.
m. Other matters the partners determine to include in the certificate.
2. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at a later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.
[C24, 27, 31, 35, 39, § 9807, 9808; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, § 545.2, 545.3; 82 Acts, ch 1103, § 201]
C93, § 487.201
Referred to in § 487.101, 487.202
Iowa General Assembly
Search: Iowa Code 1997
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