486A.302 Transfer of partnership property.
1. Partnership property may be transferred as follows:
a. Subject to the effect of a statement of partnership authority under section 486A.303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
b. Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to the partners of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
c. Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to the partners of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
2. A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 486A.301 and if one of the following applies:
a. As to a subsequent transferee who gave value for property transferred under subsection 1, paragraphs “a” and “b”, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
b. As to a transferee who gave value for property transferred under subsection 1, paragraph “c”, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
3. A partnership shall not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection 2, from any earlier transferee of the property.
4. If a person holds all of the partners’ interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
98 Acts, ch 1201, §13, 79, 82
Referred to in §486A.907
Structure Iowa Code
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.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.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.