488.108 Name.
1. The name of a limited partnership may contain the name of any partner.
2. The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and must not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”.
3. The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “LP” or “L.P.”.
4. Unless authorized by subsection 5, the name of a limited partnership must be distinguishable in the records of the secretary of state from all of the following:
a. The name of each person other than an individual incorporated, organized, or authorized to transact business in this state.
b. A name reserved, registered, or protected as follows:
(1) For a limited liability partnership, section 486A.1001 or 486A.1002.
(2) For a limited partnership, this section, section 488.109, or section 488.810.
(3) For a business corporation, section 490.401, 490.402, 490.403, or 490.1422.
(4) For a limited liability company under chapter 489, section 489.108, 489.109, or 489.706.
(5) For a nonprofit corporation, section 504.401, 504.402, 504.403, or 504.1423.
5. A limited partnership may apply to the secretary of state for authorization to use a name that does not comply with subsection 4. The secretary of state shall authorize use of the name applied for if, as to each conflicting name, at least one of the following applies:
a. The present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the secretary of state to change the conflicting name to a name that complies with subsection 4 and is distinguishable in the records of the secretary of state from the name applied for.
b. The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.
c. The applicant delivers to the secretary of state proof satisfactory to the secretary of state that at least one of the following applies to the present user, registrant, or owner of the conflicting name:
(1) The present user, registrant, or owner of the conflicting name has merged into the applicant.
(2) The present user, registrant, or owner of the conflicting name has been converted into the applicant.
(3) The present user, registrant, or owner of the conflicting name has transferred substantially all of its assets, including the conflicting name, to the applicant.
6. Subject to section 488.905, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.
7. This chapter does not control the use of fictitious names. However, a limited partnership which uses a fictitious name in this state shall deliver to the secretary of state for filing a copy of the resolution of the limited partnership certified by its general partners, adopting the fictitious name.
2004 Acts, ch 1021, §8, 118; 2004 Acts, ch 1049, §191; 2005 Acts, ch 4, §1; 2005 Acts, ch 19, §70; 2006 Acts, ch 1089, §1; 2008 Acts, ch 1162, §137, 154, 155
Referred to in §488.109, 488.201, 488.810, 488.902, 488.905, 490.401, 504.401, 504.403
Structure Iowa Code
Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT
Section 488.101 - Short title.
Section 488.102 - Definitions.
Section 488.103 - Knowledge and notice.
Section 488.104 - Nature, purpose, and duration of entity.
Section 488.106 - Governing law.
Section 488.107 - Supplemental principles of law — rate of interest.
Section 488.109 - Reservation of name.
Section 488.110 - Effect of partnership agreement — nonwaivable provisions.
Section 488.111 - Required information.
Section 488.112 - Business transactions of partner with partnership.
Section 488.113 - Dual capacity.
Section 488.114 - Registered office and registered agent for service of process.
Section 488.115 - Change of registered office or registered agent for service of process.
Section 488.116 - Resignation of registered agent for service of process.
Section 488.117 - Service of process.
Section 488.118 - Consent and proxies of partners.
Section 488.201 - Formation of limited partnership — certificate of limited partnership.
Section 488.202 - Amendment or restatement of certificate.
Section 488.203 - Statement of termination.
Section 488.204 - Signing of records.
Section 488.205 - Signing and filing pursuant to judicial order.
Section 488.206 - Delivery to and filing of records by secretary of state — effective time and date.
Section 488.206A - Secretary of state — extra services — surcharge.
Section 488.207 - Correcting filed record.
Section 488.208 - Liability for false information in filed record — penalty.
Section 488.209 - Certificate of existence or authorization.
Section 488.210 - Biennial report for secretary of state.
Section 488.301 - Becoming limited partner.
Section 488.302 - No right or power as limited partner to bind limited partnership.
Section 488.303 - No liability as limited partner for limited partnership obligations.
Section 488.304 - Right of limited partner and former limited partner to information.
Section 488.305 - Limited duties of limited partners.
Section 488.306 - Person erroneously believing self to be limited partner.
Section 488.401 - Becoming general partner.
Section 488.402 - General partner agent of limited partnership.
Section 488.403 - Limited partnership liable for general partner’s actionable conduct.
Section 488.404 - General partner’s liability.
Section 488.405 - Actions by and against partnership and partners.
Section 488.406 - Management rights of general partner.
Section 488.407 - Right of general partner and former general partner to information.
Section 488.408 - General standards of general partner’s conduct.
Section 488.501 - Form of contribution.
Section 488.502 - Liability for contribution.
Section 488.503 - Sharing of distributions.
Section 488.504 - Interim distributions.
Section 488.505 - No distribution on account of dissociation.
Section 488.506 - Distribution in kind.
Section 488.507 - Right to distribution.
Section 488.508 - Limitations on distribution.
Section 488.509 - Liability for improper distributions.
Section 488.601 - Dissociation as limited partner.
Section 488.602 - Effect of dissociation as limited partner.
Section 488.603 - Dissociation as general partner.
Section 488.604 - Person’s power to dissociate as general partner — wrongful dissociation.
Section 488.605 - Effect of dissociation as general partner.
Section 488.607 - Liability to other persons of person dissociated as general partner.
Section 488.701 - Partner’s transferable interest.
Section 488.702 - Transfer of partner’s transferable interest.
Section 488.703 - Rights of creditor of partner or transferee.
Section 488.704 - Power of estate of deceased partner.
Section 488.801 - Nonjudicial dissolution.
Section 488.802 - Judicial dissolution.
Section 488.806 - Known claims against dissolved limited partnership.
Section 488.807 - Other claims against dissolved limited partnership.
Section 488.807A - Court proceedings.
Section 488.809 - Administrative dissolution.
Section 488.810 - Reinstatement following administrative dissolution.
Section 488.811 - Appeal from denial of reinstatement.
Section 488.812 - Disposition of assets — when contributions required.
Section 488.901 - Governing law.
Section 488.902 - Application for certificate of authority.
Section 488.903 - Activities not constituting transacting business.
Section 488.904 - Approval of application for certificate of authority — notification.
Section 488.905 - Noncomplying name of foreign limited partnership.
Section 488.906 - Revocation of certificate of authority.
Section 488.907 - Cancellation of certificate of authority — effect of failure to have certificate.
Section 488.908 - Action by attorney general.
Section 488.1001 - Direct action by partner.
Section 488.1002 - Derivative action.
Section 488.1003 - Proper plaintiff.
Section 488.1005 - Proceeds and expenses.
Section 488.1101 - Definitions.
Section 488.1102 - Conversion.
Section 488.1103 - Action on plan of conversion by converting limited partnership.
Section 488.1104 - Filings required for conversion — effective date.
Section 488.1105 - Effect of conversion.
Section 488.1107 - Action on plan of merger by constituent limited partnership.
Section 488.1108 - Filings required for merger — effective date.
Section 488.1109 - Effect of merger.
Section 488.1111 - Liability of general partner after conversion or merger.
Section 488.1113 - Article not exclusive.
Section 488.1201 - Uniformity of application and construction.
Section 488.1202 - Severability.
Section 488.1203 - Relation to Electronic Signatures in Global and National Commerce Act.
Section 488.1204 - Application to existing relationships.