486A.1001  Statement of qualification.

1.  A partnership may become a limited liability partnership pursuant to this section.

2.  The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, by the vote necessary to amend those provisions.

3.  After the approval required by subsection 2, a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain all of the following:

a.  The name of the partnership.

b.  The street address of the partnership's chief executive office and, if different, the street address of an office in this state, if any.

c.  The address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain as provided in section 486A.1211.

d.  A statement that the partnership elects to be a limited liability partnership.

e.  A deferred effective date, if any.

4.  The statement shall be executed by one or more partners authorized to execute the statement on behalf of the partnership.

5.  The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until the statement is canceled pursuant to section 486A.105, subsection 4.

6.  The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection 3.

7.  The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

8.  An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

Section History: Recent form

  98 Acts, ch 1201, §53, 79, 82

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