For purposes of this article, unless the context otherwise requires:
 1. “Constituent limited partnership” means a constituent organization that is a limited partnership.

Terms Used In Iowa Code 488.1101

  • Certificate of limited partnership: means the certificate required by section 488. See Iowa Code 488.102
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • 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
  • Foreign limited partnership: means a partnership formed under the laws of a jurisdiction other than Iowa and required by those laws to have one or more general partners and one or more limited partners. See Iowa Code 488.102
  • General partner: means :
     a. See Iowa Code 488.102
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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.
  • Partnership agreement: means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. See Iowa Code 488.102
  • Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, or government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See Iowa Code 488.102
  • Statute: A law passed by a legislature.
 2. “Constituent organization” means an organization that is party to a merger.
 3. “Converted organization” means the organization into which a converting organization converts pursuant to sections 488.1102 through 488.1105.
 4. “Converting limited partnership” means a converting organization that is a limited partnership.
 5. “Converting organization” means an organization that converts into another organization pursuant to section 488.1102.
 6. “General partner” means a general partner of a limited partnership.
 7. “Governing statute” of an organization means the statute that governs the organization’s internal affairs.
 8. “Organization” means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
 9. “Organizational documents” means all of the following:

 a. For a domestic or foreign general partnership, its partnership agreement.
 b. For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement.
 c. For a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute.
 d. For a business trust, its agreement of trust and declaration of trust.
 e. For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute.
 f. For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
 10. “Personal liability” means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization according to either of the following:

 a. By the organization’s governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization.
 b. By the organization’s organizational documents under a provision of the organization’s governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.
 11. “Surviving organization” means an organization into which one or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger.
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