Iowa Code
Chapter 486A - UNIFORM PARTNERSHIP ACT
Section 486A.101 - Definitions.

486A.101 Definitions.
As used in this chapter, unless the context otherwise requires:
1. “Business” includes every trade, occupation, and profession.
2. “Debtor in bankruptcy” means a person who is the subject of any of the following:
a. An order for relief under Tit. 11 of the United States Code or a comparable order under a successor statute of general application.
b. A comparable order under federal, state, or foreign law governing insolvency.
3. “Distribution” means a transfer of money or other property from a partnership to a partner in the partner’s capacity as a partner or to the partner’s transferee.
4. “Foreign limited liability partnership” means a partnership that satisfies both of the following:
a. The partnership is formed under laws other than the laws of this state.
b. The partnership has the status of a limited liability partnership under those laws.
5. “Limited liability partnership” means a partnership that has filed a statement of qualification under section 486A.1001 and does not have a similar statement in effect in any other jurisdiction.
6. “Partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under section 486A.202, predecessor law, or comparable law of another jurisdiction.
7. “Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
8. “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
9. “Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights.
10. “Person” means as defined in section 4.1.
11. “Property” means all property, real, personal, or mixed, tangible or intangible, or any interest in such property.
12. “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
13. “Statement” means a statement of partnership authority under section 486A.303, a statement of denial under section 486A.304, a statement of dissociation under section 486A.704, a statement of dissolution under section 486A.805, a statement of merger under section 486A.907, a statement of qualification under section 486A.1001, a statement of foreign qualification under section 486A.1102, or an amendment or cancellation of any of the foregoing.
14. “Transfer” includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
98 Acts, ch 1201, §1, 79, 82; 2010 Acts, ch 1061, §180
Referred to in §142D.2, 673A.3

Structure Iowa Code

Iowa Code

Title XII - BUSINESS ENTITIES

Chapter 486A - UNIFORM PARTNERSHIP ACT

Section 486A.101 - Definitions.

Section 486A.102 - Knowledge and notice.

Section 486A.103 - Effect of partnership agreement — nonwaivable provisions.

Section 486A.104 - Supplemental principles of law.

Section 486A.105 - Execution, filing, and recording of statements.

Section 486A.105A - Secretary of state — extra services — surcharge.

Section 486A.106 - Governing law.

Section 486A.107 - Partnership subject to amendment or repeal of chapter.

Section 486A.201 - Partnership as entity.

Section 486A.202 - Formation of partnership.

Section 486A.203 - Partnership property.

Section 486A.204 - When property is partnership property.

Section 486A.301 - Partner agent of partnership.

Section 486A.302 - Transfer of partnership property.

Section 486A.303 - Statement of partnership authority.

Section 486A.304 - Statement of denial.

Section 486A.305 - Partnership liable for partner’s actionable conduct.

Section 486A.306 - Partner’s liability.

Section 486A.307 - Actions by and against partnership and partners.

Section 486A.308 - Liability of purported partner.

Section 486A.401 - Partner’s rights and duties.

Section 486A.402 - Distributions in kind.

Section 486A.403 - Partner’s rights and duties with respect to information.

Section 486A.404 - General standards of partner’s conduct.

Section 486A.405 - Actions by partnership and partners.

Section 486A.406 - Continuation of partnership beyond definite term or particular undertaking.

Section 486A.501 - Partner not co-owner of partnership property.

Section 486A.502 - Partner’s transferable interest in partnership.

Section 486A.503 - Transfer of partner’s transferable interest.

Section 486A.504 - Partner’s transferable interest subject to charging order.

Section 486A.601 - Events causing partner’s dissociation.

Section 486A.602 - Partner’s power to dissociate — wrongful dissociation.

Section 486A.603 - Effect of partner’s dissociation.

Section 486A.701 - Purchase of dissociated partner’s interest.

Section 486A.702 - Dissociated partner’s power to bind and liability to partnership.

Section 486A.703 - Dissociated partner’s liability to other persons.

Section 486A.704 - Statement of dissociation.

Section 486A.705 - Continued use of partnership name.

Section 486A.801 - Events causing dissolution and winding up of partnership business.

Section 486A.802 - Partnership continues after dissolution.

Section 486A.803 - Right to wind up partnership business.

Section 486A.804 - Partner’s power to bind partnership after dissolution.

Section 486A.805 - Statement of dissolution.

Section 486A.806 - Partner’s liability to other partners after dissolution.

Section 486A.807 - Settlement of accounts and contributions among partners.

Section 486A.901 - Definitions.

Section 486A.902 - Conversion of partnership to limited partnership.

Section 486A.903 - Conversion of limited partnership to partnership.

Section 486A.904 - Effect of conversion — entity unchanged.

Section 486A.905 - Merger of partnerships.

Section 486A.906 - Effect of merger.

Section 486A.907 - Statement of merger.

Section 486A.908 - Nonexclusive.

Section 486A.1001 - Statement of qualification.

Section 486A.1002 - Name.

Section 486A.1101 - Law governing foreign limited liability partnership.

Section 486A.1102 - Statement of foreign qualification.

Section 486A.1103 - Effect of failure to qualify.

Section 486A.1104 - Activities not constituting transacting business.

Section 486A.1105 - Action by attorney general.

Section 486A.1201 - Filing requirements.

Section 486A.1202 - Fees.

Section 486A.1203 - Effective time and date of documents.

Section 486A.1204 - Correcting filed documents.

Section 486A.1205 - Filing duty of secretary of state.

Section 486A.1206 - Appeal from secretary of state’s refusal to file document.

Section 486A.1207 - Evidentiary effect of copy of filed document.

Section 486A.1208 - Certificates issued by secretary of state.

Section 486A.1209 - Penalty for signing false document.

Section 486A.1210 - Secretary of state powers.

Section 486A.1211 - Registered office and registered agent.

Section 486A.1212 - Change of registered office or registered agent.

Section 486A.1213 - Resignation of registered agent.

Section 486A.1214 - Service on partnership.

Section 486A.1301 - Uniformity of application and construction.

Section 486A.1302 - Short title.