1. After a plan of conversion is approved:

 a. A converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include all of the following:

 (1) A statement that the limited partnership has been converted into another organization.
 (2) The name and form of the organization and the jurisdiction of its governing statute.
 (3) The date the conversion is effective under the governing statute of the converted organization.
 (4) A statement that the conversion was approved as required by this chapter.
 (5) A statement that the conversion was approved as required by the governing statute of the converted organization.
 (6) If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the secretary of state may use for the purposes of section 488.1105, subsection 3.
 b. If the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by section 488.201, all of the following:

 (1) A statement that the limited partnership was converted from another organization.
 (2) The name and form of the organization and the jurisdiction of its governing statute.
 (3) A statement that the conversion was approved in a manner that complied with the organization’s governing statute.

Terms Used In Iowa Code 488.1104

  • Certificate of limited partnership: means the certificate required by section 488. See Iowa Code 488.102
  • 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
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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.
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Iowa Code 488.102
  • Statute: A law passed by a legislature.
 2. A conversion becomes effective according to the following:

 a. If the converted organization is a limited partnership, when the certificate of limited partnership takes effect.
 b. If the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.
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