Iowa Code
Chapter 488 - UNIFORM LIMITED PARTNERSHIP ACT
Section 488.807 - Other claims against dissolved limited partnership.

488.807 Other claims against dissolved limited partnership.
1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
2. The notice must do all of the following:
a. Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this state, in the county in which the limited partnership’s registered office is or was last located.
b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent.
c. State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five years after publication of the notice.
d. Unless the limited partnership has been throughout its existence a limited liability limited partnership or elected under prior law to become a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 488.404.
3. If a dissolved limited partnership publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:
a. A claimant that did not receive notice in a record under section 488.806.
b. A claimant whose claim was timely sent to the dissolved limited partnership but not acted on.
c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
4. A claim not barred under this section may be enforced:
a. Against the dissolved limited partnership, to the extent of its undistributed assets.
b. If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership.
c. Against any person liable on the claim under section 488.404.
2004 Acts, ch 1021, §69, 118; 2016 Acts, ch 1097, §14
Referred to in §488.807A, 488.808, 488.809

Structure Iowa Code

Iowa Code

Title XII - BUSINESS ENTITIES

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 488.105 - Powers.

Section 488.106 - Governing law.

Section 488.107 - Supplemental principles of law — rate of interest.

Section 488.108 - Name.

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 488.117A - Fees.

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 488.606 - Power to bind — liability to limited partnership before dissolution of partnership of person dissociated 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 488.803 - Winding up.

Section 488.804 - Power of general partner and person dissociated as general partner to bind partnership after dissolution.

Section 488.805 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

Section 488.806 - Known claims against dissolved limited partnership.

Section 488.807 - Other claims against dissolved limited partnership.

Section 488.807A - Court proceedings.

Section 488.808 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

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 488.1004 - Pleading.

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 488.1106 - Mergers.

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 488.1110 - Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.

Section 488.1111 - Liability of general partner after conversion or merger.

Section 488.1112 - Power of general partners and persons dissociated as general partners to bind organization 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.

Section 488.1205 - Savings clause.

Section 488.1206 - Fees.

Section 488.1207 - Effective date.