1. Each record delivered to the secretary of state for filing pursuant to this chapter must be signed in the following manner:

 a. An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
 b. An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
 c. An amendment designating as general partner a person admitted under section 488.801, subsection 3, paragraph “b”, following the dissociation of a limited partnership’s last general partner must be signed by the new general partner.
 d. An amendment required by section 488.803, subsection 3, following the appointment of a person to wind up the dissolved limited partnership’s activities must be signed by that person.
 e. Any other amendment must be signed by all of the following:

 (1) At least one general partner listed in the certificate.
 (2) Each other person designated in the amendment as a new general partner.
 (3) Each person that the amendment indicates has dissociated as a general partner, unless any of the following applies:

 (a) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states.
 (b) The person has previously delivered to the secretary of state for filing a statement of dissociation.
 f. A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.
 g. A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to section 488.803, subsection 3 or 4, to wind up the dissolved limited partnership’s activities.
 h. Articles of conversion must be signed by each general partner listed in the certificate of limited partnership.
 i. Articles of merger must be signed as provided in section 488.1108, subsection 1.
 j. Any other record delivered on behalf of a limited partnership to the secretary of state for filing must be signed by at least one general partner listed in the certificate.
 k. A statement by a person pursuant to section 488.605, subsection 1, paragraph “d”, stating that the person has dissociated as a general partner must be signed by that person.
 l. A statement of withdrawal by a person pursuant to section 488.306 must be signed by that person.
 m. A record delivered on behalf of a foreign limited partnership to the secretary of state for filing must be signed by at least one general partner of the foreign limited partnership.
 n. Any other record delivered on behalf of any person to the secretary of state for filing must be signed by that person.

Terms Used In Iowa Code 488.204

  • 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
  • delivered: means any method of delivery used in conventional commercial practice, including delivery in person, by mail, commercial delivery, and electronic transmission. 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
  • 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
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • 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.
  • 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
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Iowa Code 488.102
  • Sign: means either of the following:
     a. 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
 2. Any person may sign by an attorney in fact any record to be filed pursuant to this chapter.
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