Iowa Code 488.804 – Power of general partner and person dissociated as general partner to bind partnership after dissolution
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1. A limited partnership is bound by a general partner‘s act after dissolution in which any of the following applies:
a. The act is appropriate for winding up the limited partnership’s activities.
b. The act would have bound the limited partnership under section 488.402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
Terms Used In Iowa Code 488.804
- 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
- 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
2. A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if both of the following apply:a. At the time the other party enters into the transaction, all of the following apply:(1) Less than two years have passed since the dissociation.(2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.b. At least one of the following applies:(1) The act is appropriate for winding up the limited partnership’s activities.(2) The act would have bound the limited partnership under section 488.402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.