1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.

Terms Used In Iowa Code 488.807

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • Principal office: means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state. 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
  • Registered office: means :
     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
  • 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. The notice must do all of the following:

 a. Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this state, in the county in which the limited partnership’s registered office is or was last located.
 b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent.
 c. State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five years after publication of the notice.
 d. Unless the limited partnership has been throughout its existence a limited liability limited partnership or elected under prior law to become a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 488.404.
 3. If a dissolved limited partnership publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:

 a. A claimant that did not receive notice in a record under section 488.806.
 b. A claimant whose claim was timely sent to the dissolved limited partnership but not acted on.
 c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
 4. A claim not barred under this section may be enforced:

 a. Against the dissolved limited partnership, to the extent of its undistributed assets.
 b. If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership.
 c. Against any person liable on the claim under section 488.404.
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