1. Subject to subsection 2, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.

Terms Used In Iowa Code 486A.802

  • Business: includes every trade, occupation, and profession. See Iowa Code 486A.101
  • following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
  • Partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under section 486A. See Iowa Code 486A.101
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
 2. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event all of the following apply:

 a. The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.
 b. The rights of a third party accruing under section 486A.804, subsection 1, or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver shall not be adversely affected.
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