1. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless all of the following apply:

 a. The limited partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners.
 b. The partner has consented to the provision of the partnership agreement.

Terms Used In Iowa Code 488.1110

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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
  • General partner: means :
     a. See Iowa Code 488.102
  • Partner: means a limited partner or general partner. See Iowa Code 488.102
  • 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
 2. An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner, unless all of the following apply:

 a. The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners.
 b. Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
 3. A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
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