1. Before January 1, 2006, this chapter governs only the following:

 a. A limited partnership formed on or after January 1, 2005.
 b. Except as otherwise provided in subsections 3 and 4, a limited partnership formed before January 1, 2005, that elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.

Terms Used In Iowa Code 488.1204

  • 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
  • Limited partner: means :
     a. See Iowa Code 488.102
  • 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.
  • 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
  • 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
  • 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
  • year: means twelve consecutive months. See Iowa Code 4.1
 2. Except as otherwise provided in subsection 3, on and after January 1, 2006, this chapter governs all limited partnerships.
 3. With respect to a limited partnership formed before January 1, 2005, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

 a. Section 488.104, subsection 3, does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2005.
 b. The limited partnership is not required to amend its certificate of limited partnership to comply with section 488.201, subsection 1, paragraph “d”.
 c. Sections 488.505, 488.601, and 488.602 do not apply, and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2005.
 d. Section 488.603, subsection 4, does not apply.
 e. Section 488.603, subsection 5, does not apply, and a court has the same power to expel a general partner as the court had immediately before January 1, 2005.
 f. Section 488.801, subsection 3, does not apply and the connection between a person‘s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2005.
 g. If a limited partnership elected under prior law to become a limited liability limited partnership by filing a statement of qualification with the secretary of state, the statement of qualification is deemed to be an amendment to the certificate of limited partnership in compliance with section 488.201, subsection 1, paragraph “d”, and the limited liability limited partnership automatically is a limited liability limited partnership under this chapter.
 4. With respect to a limited partnership that elects pursuant to subsection 1, paragraph “b”, to be subject to this chapter, after the election takes effect, the provisions of this chapter relating to the liability of the limited partnership’s general partners to third parties apply according to the following:

 a. Before January 1, 2006, to all of the following:

 (1) A third party that had not done business with the limited partnership in the year before the election took effect.
 (2) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election.
 b. On and after January 1, 2006, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph “a”, subparagraph (2).
 c. Notwithstanding the foregoing provisions of this subsection, if a preexisting limited liability limited partnership elects to be subject to this chapter prior to January 1, 2006, this chapter‘s provisions relating to the liability of general partners to third parties apply immediately to all third parties, regardless of whether a third party has previously done business with the limited liability limited partnership.
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