§ 486A.902 — Conversion of partnership to limited partnership

Iowa § 486A.902

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 486A: UNIFORM PARTNERSHIP ACT

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1. A partnership may be converted to a limited partnership pursuant to this section.
2. The terms and conditions of a conversion of a partnership to a limited partnership must
be approved by all of the partners or by a number or percentage specified for conversion in
the partnership agreement.
3. After the conversion is approved by the partners, the partnership shall file a certificate
of limited partnership in the jurisdiction in which the limited partnership is to be formed. The
certificate must include all of the following:
a. A statement that the partnership was converted to a limited partnership from a
partnership.
b. Its former name.
c. A statement of the number of votes cast by the partners for and against the conversion
and, if the vote is less than unanimous, the number or percentage required to approve the
conversion under the partnership agreement.
4. The conversion takes effect when the certificate of limited partnership is filed or at any
later date specified in the certificate.
5. A general partner who becomes a limited partner as a result of the conversion
remains liable as a general partner for an obligation incurred by the partnership before
the conversion takes effect. If the other party to a transaction with the limited partnership
reasonably believes when entering the transaction that the limited partner is a general
partner, the limited partner is liable for an obligation incurred by the limited partnership
within ninety days after the conversion takes effect. The limited partner’s liability for all
other obligations of the limited partnership incurred after the conversion takes effect is that
of a limited partner as provided in chapter 488.