486A.401 Partner’s rights and duties.
1. Each partner is deemed to have an account subject to the following:
a. The account is credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits.
b. The account is charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.
2. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.
3. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the partner’s duties to the partnership or the other partners.
4. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
5. A payment or advance made by a partner which gives rise to a partnership obligation under subsection 3 or 4 constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
6. Each partner has equal rights in the management and conduct of the partnership business.
7. A partner may use or possess partnership property only on behalf of the partnership.
8. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
9. A person may become a partner only with the consent of all of the partners.
10. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
11. This section does not affect the obligations of a partnership to other persons under section 486A.301.
98 Acts, ch 1201, §20, 79, 82
Referred to in §486A.405
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.