488.201 Formation of limited partnership — certificate of limited partnership.
1. In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state all of the following:
a. The name of the limited partnership, which must comply with section 488.108.
b. The street and mailing address of the initial registered office and the name and street and mailing address of the initial registered agent for service of process.
c. The name and the street and mailing address of each general partner.
d. Whether the limited partnership is a limited liability limited partnership.
e. Any additional information required by article 11.
2. A certificate of limited partnership may also contain any other matters but shall not vary or otherwise affect the provisions specified in section 488.110, subsection 2, in a manner inconsistent with that subsection.
3. If there has been substantial compliance with subsection 1, subject to section 488.206, subsection 3, a limited partnership is formed when the secretary of state files the certificate of limited partnership. The secretary of state’s filing of the certificate is conclusive proof that all conditions precedent to formation of the limited partnership have been satisfied except in a proceeding by the state to cancel or revoke the certificate or involuntarily dissolve the limited partnership.
4. Subject to subsection 2, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger, all of the following apply:
a. The partnership agreement prevails as to partners and transferees.
b. The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
2004 Acts, ch 1021, §19, 118; 2016 Acts, ch 1097, §8
Referred to in §488.102, 488.1104, 488.1204, 633A.4606
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.