Iowa Code 488.602 – Effect of dissociation as limited partner
Current as of: 2023 | Check for updates
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1. Upon a person‘s dissociation as a limited partner, all of the following apply:
a. Subject to section 488.704, the person does not have further rights as a limited partner.
b. The person’s obligation of good faith and fair dealing as a limited partner under section 488.305, subsection 2, continues only as to matters arising and events occurring before the dissociation.
c. Subject to section 488.704 and article 11, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.
Terms Used In Iowa Code 488.602
- 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
- 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.
- 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
- Transferable interest: means a partner's right to receive distributions. See Iowa Code 488.102
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Iowa Code 488.102
2. A person’s dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.