1. A person does not have a right to dissociate as a limited partner before the termination of the limited partnership.

Terms Used In Iowa Code 488.601

  • 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.
  • Distribution: means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee. 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.
  • 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
  • Transfer: includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. See Iowa Code 488.102
  • Transferable interest: means a partner's right to receive distributions. See Iowa Code 488.102
  • Trustee: A person or institution holding and administering property in trust.
 2. A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:

 a. The limited partnership’s having notice of the person’s express will to withdraw as a limited partner or on a later date specified by the person.
 b. An event agreed to in the partnership agreement as causing the person’s dissociation as a limited partner.
 c. The person’s expulsion as a limited partner pursuant to the partnership agreement.
 d. The person’s expulsion as a limited partner by the unanimous consent of the other partners if any of the following apply:

 (1) It is unlawful to carry on the limited partnership’s activities with the person as a limited partner.
 (2) There has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed.
 (3) The person is a corporation and, within ninety days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business.
 (4) The person is a limited liability company or partnership that has been dissolved and whose business is being wound up.
 e. On application by the limited partnership, the person’s expulsion as a limited partner by judicial order because of any of the following:

 (1) The person engaged in wrongful conduct that adversely and materially affected the limited partnership’s activities.
 (2) The person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under section 488.305, subsection 2.
 (3) The person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities with the person as limited partner.
 f. In the case of a person who is an individual, the person’s death.
 g. In the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee.
 h. In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative.
 i. Termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate.
 j. The limited partnership’s participation in a conversion or merger under article 11, if either of the following applies:

 (1) The limited partnership is not the converted or surviving entity.
 (2) The limited partnership is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner.
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