Iowa Code
Chapter 486A - UNIFORM PARTNERSHIP ACT
Section 486A.405 - Actions by partnership and partners.

486A.405 Actions by partnership and partners.
1. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
2. A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to do any of the following:
a. Enforce the partner’s rights under the partnership agreement.
b. Enforce the partner’s rights under this chapter, including any or all of the following:
(1) The partner’s rights under section 486A.401, 486A.403, or 486A.404.
(2) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to section 486A.701 or enforce any other right under article 6 or 7.
(3) The partner’s right to compel a dissolution and winding up of the partnership business under section 486A.801 or enforce any other right under article 8.
c. Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
3. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
98 Acts, ch 1201, §24, 79, 82
Referred to in §486A.701

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.