1. A limited partnership continues after dissolution only for the purpose of winding up its activities.

Terms Used In Iowa Code 488.803

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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 :
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • property: includes personal and real property. See Iowa Code 4.1
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • 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
  • 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
 2. In winding up its activities, the limited partnership:

 a. May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 488.203, and perform other necessary acts.
 b. Shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
 3. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:

 a. Has the powers of a general partner under section 488.804.
 b. Shall promptly amend the certificate of limited partnership to state all of the following:

 (1) That the limited partnership does not have a general partner.
 (2) The name of the person that has been appointed to wind up the limited partnership.
 (3) The street and mailing address of the person.
 4. On the application of any partner, the district court in the county in which the office described in section 488.114, subsection 1, paragraph “a”, is located may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if any of the following applies:

 a. A limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection 3.
 b. The applicant establishes other good cause.